Fell in Love with a 'Vette: The Macks Anthology
by Starscream's Mishap
Summary: Slash. Ultra Magnus can't deal with a lot of things, but fortunately, Tracks CAN, whether it's cranky Primes, nasty Decepticons, or running out of polish.
1. You Don't Bring Me Anything But Down

Song quotes are from Cheryl Crow's "You Don't Bring Me Anything but Down."

The work of any Autobot leader is never done with a smile. We go through long periods of no recharge, physical and psychological torment, and - though I have not checked with Optimus Prime on this one - we are forced to do the unpopular on a regular basis, even if it would be best for everyone. Especially for me. Right now I have to pick a team of mechs to go down to earth and render aid for Prime. He wants my more creative beings, now that the Decepticons are realizing that obvious techniques are impotent. A larger production to get these mechs into space is required: Shockwave has an amazing tenacity when it comes to keeping the Autobots grounded and wounded, and he has the success rate to prove it. We have yet to accomplish the task Prime has implored us to perform, and now I have to try again. As I decide the fate of some of my most talented but more pacific Autobots one name is searing into my spark with regret. Tracks.

I have carried many mechs in my trailer throughout many of our hasty departures from raided bases, primarily the wounded. Only one had the audacity to demand the space on the front top of my carrier, so that he would get minimal paint scratches. I transformed back to robot mode to glare at him, this new recruit with a posh aristocratic accent. His smirk curved lopsided like the tail of a comet come too close to our atmosphere and his optics seemed to dance without motion. I couldn't say anything, I was so taken aback by thoughts I'd not entertained in ages. As I stammered some order for him to take what was offered I could see his entire form in dark blue glory and it only accelerated my awkward fidgeting. It was perfect. When I finally stopped my rambling I saw why his eyes had so much animation in them.

Some may think Track's optics are the standard Autobot fare in blue. What few, if any, see is the tiniest glimmer of green specks inside of them glistening in certain moods and angles; pinpricks of emerald peeking through the aquamarine the way stars glow in the midst of all of the blackness around them. I never think of these poetic things until I'm lying in my recharge bed, trying to go offline. It's when I'm away from his startling presence these expressions paint their soft pastel shades around my black-and-white interpretations. When I'm near him the only thing I want to do is guide my hand across the smooth blue surface of his body. This lust is almost unbearable so I repress the urge to be near him, for all of the good it does me. It calls to me like some almost imperceptible wave of sound that is barely vibrating my solenoids, like a dark undercurrent in my energy flow. If I allow it to build up it will slowly raise itself into my conscious processor until I find myself pining for him to the point of insanity.

That is when, like now, I hide in my office and try to find something else to do besides think about him. It never works, but I still act like it does, as though re-reading Kup's latest report regarding Optimus Prime's need for more soldiers on an alien planet is fascinating material, or how about Blurr's four page run-on sentence declaring that we have nothing to sustain ourselves for the next few cycles? I have read everything in here, but I don't want to think about him any more, and I need a diversion. Nothing like the burdensome mantel of leadership to extinguish desperate fantasies from the tortured database. Now I'm being sarcastic like him.

"This isn't like me at all," I murmur to myself, a bad habit to get into and a harder habit to break. As I shuffle my paraphernalia around I employ my usual tactic of claiming I'm A Soldier And Can Deal With Any Kind Of Self-Control Issue. "I have to stop this. It is eating away at me like a bad rust." The torrent of desire washes over me a little harder, pushing him into my thoughts as hard as I was pushing him out. "Primus, give me a distraction!"

My door knocks and Perceptor walks in, smiling, to discuss the next wave of Autobots we are sneaking out to earth. He has a new plan, one that will work this time. It will require the use of high explosives while Sky Lynx takes his passengers away. Randomly powered space-charges, designed to go off in a pattern only he and Sky Lynx know would make the battle on the ground more confusing. With him being a passenger in Sky Lynx and being able to personally guide the large Autobot through the melee, we should have no trouble.

After a long-winded monologue Perceptor gets around to asking me for the list of the mechs who are leaving. I hand the datapad over and watch him read it. He does it quickly, glancing at it for only an astro-second. I almost miss his jaw drop slightly and his slow recovery, prompting me to ask him if there was a problem.

Perceptor shifts uneasily, realizing his mistake was caught. "No, Ultra Magnus, the list seems complete. I was wondering about one of the individuals you have appointed to accompany us on the journey. I am sure he is well qualified, or you would not have selected him-"

"I know that there were a few changes and last-minute additions, but I assumed you could deal with it," I reply warmly, grinning while trying to butter him up, since the last thing I need is someone with high explosives at his convenience unhappy about the way things are run around here. "You're very good at sudden changes. I hope this isn't too much for you."

He assures me it isn't and smiles back, carefully inching out of the room as he babbles about the plan and its greatness, and how much he has enjoyed working with me, and that he hopes that we will see each other again soon, none of which makes me feel any better about his opinions. Simply put, Perceptor is fine with anything thrown at him, but having to take two of our most maddening Autobots on the mission irritates the slag out of him.

"So why did I do it?" I ask the empty room. It echoes slightly. At the last minute possible I ordered Tracks and Red Alert to be remade into earth vehicles and accompany Perceptor, Blaster, Hoist, Grapple, Beachcomber, Powerglide, Warpath, Cosmos, and Inferno to aid Optimus Prime. All of them had to be altered into earth vehicles before they left, and since these two took the longest there was a lot of grumbling. Tracks turned himself into a 'gorgeous' earth car-A Stingray Corvette-parading it around for everyone to see. I saw it. All blue, now with some custom paint that showed off a fantastic form I wanted to bury my face into. This did not help me concentrate on planning our attack tomorrow. The obsession comes back in a warm rush like spilled energon reaching the floor, ending all processing abilities. "I can't wait any longer," I sigh, opening one of my secret desk compartments to find the coveted object that would gain me access to a private world.

"Must be half past our shift change," a cheerfully malicious voice mocks as I hurry down the hall.

"Magnus?" inquires his fellow sentry.

"Man, he's a rollin' country song!"

That pegged voice #1 as Blaster, our resident earth music/culture researcher. Voice #2 was Red Alert.

"Or that bawling woman you play."

I hear them giggle. Blaster begins playing the song and I recognize it. I debate letting them know I know they know...but they're leaving tomorrow. And I really can't wait any longer. The song echoes in my processor. It's too true.

"I bring you everything that floats into your mind."

He opens the door before I finish knocking, predatory grin twisting his magnificent features for the barest second before he rearranges into a more pleasant greeting. This expression is stifled with an alacrity Perceptor should have learned. "Ultra Magnus," he says, smooth voice trying to stay friendly but still sounding delightfully dirty. "What brings you down here?"

"I made a small discovery, and it reminded me that you had mentioned your supply was low. Iacon's finest," I explain, proudly pulling the pilfered polish out of subspace. That red face, the one that I can see offline, bestows a grin that makes me forget how different I am from him. It's the ultimate equalizer.

"Why, thank you. A going-away present like this is hard to come by." He really wants the polish but knows it comes with strings attached. "To whom do I owe this particular generosity?"

A dead vain Decepticon I ransacked during one of our last battles, Tracks. I've stooped to stealing from the non-functioning. "I have my connections," I respond, trying not to beam too hard, since he's told me more than once that it makes me look 'goofy.' I can't help it. He makes me happy just letting me look at him. When our optics meet it's this incredible rush that floods my circuits with racing electricity. I hate what I have to do next; it's mortifying because after the first time he never requests I do it. He won't, since it's bad enough I'm the only one willing. "Do you need somebody to put it on you?"

His smile never falters. "Certainly. Come in, please." I walk in and feel like I'm on my way to meet Primus. At least I don't shiver anymore like I used to. Tracks transforms into his new Corvette mode and asks me to be careful this time. Last time he had deep enough scour marks that they marred the paint.

"Everything just crashes to the ground when you come around."  


I don't know what to say to him while I do this. Then again, I don't talk very much normally. He never adds anything to the conversation, except to tell me what parts I'm missing or what parts I'm rubbing too hard. Sometimes he wants me to massage one part for a long time. I'm so used to following his softly-spoken orders nothing he asks is bad, nothing is wrong. I don't care. I stopped caring about strange desires long ago. 

I apply the polish to the soft buffer and gently stroke his second favorite spot: the hood. Newly applied is a giant flame leaping up from the middle near the headlights, jumping up to kiss the windshield. I trace it with the cloth and feel him tremble a little. Very nice. I trace the inside of the flame pattern I just followed and hear him moan, gently. I realize I've stopped.

"Go on," he beseeches in this taunting way that makes me sound like a naughty underling about to get into trouble. I follow the inside of the trail I just made, small noises emanating from his vocalizer. He speaks again. "You're wearing that stupid grin again, Ultra Magnus. I can see it from here."

"Sorry," I mutter, embarrassed. In any other time and place he would be rebuked for insubordination but in here, I'm all his. Every time he shudders exquisitely it's like I've aroused some kind of music deep within him.

By the time I've reached the doors he's struggling to keep quiet. Like all of us, Tracks has a roommate, but fortunately for me Powerglide's ego and his never come within 20 meters of each other unless they have to, so he's gone a lot. The walls are thick enough to keep us from being crushed if attacked, therefore sturdy enough no one would hear him, but Tracks has never been known to let go of his emotions for my benefit. His whole carriage is rattling as my giant hand moves into a circular pattern around his back end, the smallest part of my fingertips sliding around the tiny crevices of the undercarriage. I can feel his energy field intensify and it warms my hands, rising closer to me until it almost meets mine. He can't stay still.

I can see my own optics staring at me in the Autobot symbol resting in the gleaming yellow square on his roof as I carefully glide one palm around the edge where the windows meet the metal. How will I react to this image years from now when it's more of a faint memory and not a living, functioning need that haunts me like a broken circuit loop? The shaking stops.

"Don't _do_ that." he says sharply. His sultry timbre is slightly muffled in car mode. "That's still vulnerable from your _last_ clumsy endeavor."

"If you don't like it, I'll stop," I reply slyly, my hand retreating. I know he wants me to finish this. It's the only leverage I have in this situation. He rocks himself sideways, his gesture of impatience. When he's teased by me he speaks sharply.

"_Hilarious_. Just like the idea of sending me to earth for safekeeping."

I shrug, trying not to let his sarcasm bother me. "You asked to go. I thought I was doing you a favor."

"I didn't know getting me out of Shockwave's crosshairs and into _Megatron's_ was a 'favor' but I suppose I'll take you word for it." He transforms back to his robot mode to look up at me. Blue optics and a perfect curve for a smile, to demonstrate that he is kidding. He crooks his finger for me to come closer and bend down, telling me it's time to polish his wings. Oh, Primus, I can't move.

"Maybe I'm not the perfect kind...maybe I'm not what you had in mind. Maybe we're just killing time."

He prostrates himself on his recharge bed, complaining that I should have left the part facing down undone so as not to ruin the polish while I do his back. When he realizes I'm inert he pushes himself up and the sight of his head propped on one hand makes me drop the buff. All I can hear is my own energon pump screaming at me, going so fast I'm getting hot and cold at the same time in different places. My optics are programmed to search and find details and use them to process likely scenarios for battle, like any good soldier. When they scan Tracks they find only perfection, spurring my processor to create much happier images than the ones that haunt me in real life.

Tracks...you are beautiful. With all of the death and ugly around me all of the time, with the mech fluids dripping from my friends as they expire at my feet and the fire and smoke and destruction and pure evil that is in this world a small, smug, awe-inspiring collection of striking features on one mech is almost a gift from a deity. I rub a chemical compound on your perfect body and all of my internal pain dissipates. I leave here with polish-stained hands and a goofy grin on my face, happy that I get to stroke my fingers around every line and curve you posses while you sit there and enjoy being worshipped.

Tracks, you are addictive. I come here every night I can, watching you react to my touch a million different ways. Sometimes you love it, other times you back away from me in disgust, and one amazing morning you wept in my arms. Almost never repetitive, I'm never sure where I stand with you and I'll never discover it, but I'll be a pile of scrap before I can stop myself from coming to you.

"Ultra Magnus, you are quite the enigma," he interrupts the thoughts that only come out when I'm alone but are repeating in my processor now while I'm stunned, on my knees where he left me. "I _thought_ you were going to polish my back. Instead you are staring at the wall behind me as though it might turn purple." His sly wit escapes me until I see the peridot glittering inside of the sapphire.

Are we even on the same planet anymore?

"You with your silky words and your eyes, so green and blue."

I lean over him with an old, decomposing buff and ancient polish purloined from a dead soldier, but it is the only weapon I have in this war between my desires and my self-control. I hate him for having this power over me. I adore him for the kindness he has shown in not exposing my weakness to the other Autobots (obviously I've revealed it myself), but it cycles back to loathing when I see him using me for better treatment. He's gotten at least one promotion through me. What was I supposed to do, tell him no? Then the feelings fluctuate again when he moves his shoulder with a grace none of the klutzes around here can dream of possessing. He purrs slightly, making me want him so bad I'm shivering again, and the odium grips me once more. How can I, someone twice his size, rank, and sense of reality, allow myself to be his servant? What would he do if I stopped this holy reverence and took him? Not merely scooping up the svelte body and carrying it off to my room, but what if I held him down and listened to his whimper of pain until I was satisfied?

He knows I won't do it. And he loves every minute of my internal torment.

A sigh escapes. "Why do you want me to leave?" he asks capriciously as the buff caresses the dark blue of his back. His weakness is his wings, something Perceptor once mentioned (in a different conversation) as a flying mech's vulnerability. I leave them for now.

How do I answer that? I wait to respond until I've moved down to his legs. They're lean and tapered and nicely lacquered, leading to barely larger feet with red and yellow accents that have already been polished. His lower half elicits the same fulminating reaction as his roof, thus my job is gentler but requires a little concentration, giving me a legitimate pause as I consider my options. I take even longer as I pour the last of the compound out of the can and place it under the plate with the other empty containers he's accumulated. "Every Autobot has a purpose. Several of us are better suited elsewhere. The group I picked for this mission is more...useful aiding Optimus Prime."

He chuckles in that low laugh he has when he thinks he knows something everyone else doesn't. "I'm leaving because you can't stand the temptation, and I find your creepy stalking less than amusing."

"Stalking? Who invited me in here and threw himself at me ages ago? Who keeps reminding me when he's out of polish?" I demand sweetly, trying to keep the mood lighter. We have done this odd dance for so long I was unable to retrieve the particulars of our first encounter from the miasma of other visits. Confidence in my memory buoys when Tracks reluctantly nods. He changes the subject by asking me if I am putting an even coat on his wings. Taking the pointed hint, I respond that "I'm getting to those" and ease the buff up from his left leg to the base of the right wing, making small figure-eights on its outside surface. My hands trace the area with a practiced pattern, one that makes him grip the sides of the plate until they crinkle slightly. The energy field radiates, and he is a sun. I lean in to absorb the rays.

"Harder," he manages to gasp, before moaning "like that! Just like that!" his helmet scraping against his blue helmet-hood audibly. All of my work comes to a head in the wings. Tonight he has relinquished his self-control at last, crying for Primus with an urgency that makes me half-jokingly hope the god does not hear him, or I might be mistaken for an assassin and killed.

"The wings!" He has somehow flipped himself over, the yellow square with his Autobot symbol staring at me as I am slow to comply. "Magnus! Don't make me _beg_!" I place my giant hands on his wings and squeeze lightly. Our energy fields meet and his optics flash like laser fire. I feel his gray arms encapsulating my head, bringing it down to stare into the optic of the Autobot symbol and its yellow home as his entire body shakes and a bright blue glow surrounds him. I can hear the antennae on my helmet bend. "Primus! AUGH!"

The glow has surrounded my head and I'm blinded, immersed in Track's self-indulgence. It intensifies, allowing my own release a few moments later as the two blues swirl like a plasma vapor, their heat flaring around my face, shoulders, and neck. Underneath me the red symbol shudders delightfully as Track's air intakes accelerate to cool him off. Everything is silent, perfect-the howling rapids of loneliness are smoothed by a flash flood of pleasure. My head is squeezed in his impeccable arms and not relinquished.

"Mag-nificent," he sighs, allowing the play on words to be a sweet tune. I want to tell him I love him, that he doesn't have to go to earth, that I'll go with him, that we could run away tomorrow and never be seen again, but none of these are true; I'm glowing with an elation that has washed away the icy lustful craving with a warm, clean, fresh feeling of satisfaction. I could say anything right now but don't. Instead Tracks babbles strange sentences, telling me he'll miss me and how evenly the Cybertron Academy has taught me to polish mechs and what would earth be like and I had made him happy countless times, what could he do for me that would be anywhere near what I have given him?

The answer is so obvious, so daring, I lift my head in its clenched gray prison and look into the optics I've seen a million times, conscious or not. "Kiss me good-bye," I say. I put my head back down for fear of the reaction.

"You with your steel beliefs that don't match anything you do."

He won't do it. No mech is willing to do that unless they are ready to share sparks, it is that much closer to the ultimate expression of love. It is also the absolute transferal of power; a relinquishing of the hold he has on me. I hate hope. It has me knelt over an undeserving Autobot in adulation, waiting for him to decide if I merit surrender. Tracks...don't make _me_ beg.

The condescending chuckle comes after a shocked pause. The whole atmosphere chills. "I was expecting you would like my polishing-can collection," he delicately sneers. "My mistake." He opens his arms to release me. "A very personal gift, even for what _we_ do." I do not respond. I am standing up, my internal chronometer telling me this recharge cycle is almost over and our projected time to attack is coming. My destiny stands in front of me like a giant crystal wall, showing me the other side but providing no means of conquer and no way to avoid it. Tracks is the crumbling ground below me. I have to move or die.

A cold wave of misery washes over me, more vicious than usual because it is now tinged with despair. Every time I push you away, Tracks, you push back. This time I'm stepping aside and letting you fall.

"You're right," I respond, turning to leave. "It would only complicate things."

"It was so much easier before you became you."

"Ultra Magnus!" Perceptor is calling me from Sky Lynx over the commlink in the middle of a battlefield as I creep around various piles of debris to get better shots of the swooping Decepticons above me. "Come in, Ultra Magnus!"

"Perceptor, this is not the time for contact!" I respond, and sure enough, the Decepticons jam our frequencies immediately. He doesn't hear me. No one hears me when I get shot in the leg and request repairs, either, and the feedback is getting worse. There is a tremendous pain coming from my knee, making it hard to concentrate.

I wonder what he wants to talk to me about. The charges went off well, impeding enemy attacks as Sky Lynx wove his way among the explosions. I'm crawling on the ground and I can't see much, but I make an attempt to look into space to see if they're gone yet.

They're not. Sky Lynx is weaving after a smaller vehicle, one that at first I thought was a jet but now believe it is somebody who should be gone by now. One I purposely avoided contact with by plunging myself into the skirmish to sidestep any messy or disappointing farewells.

"What is he DOING?" I ask no one in particular. I can't think about him right now, I have to do what the Autobots need me for. I am a soldier! I can overpower anything that hurts me and get the job done. Shockwave is somewhere in this mess, and I'll find that Decepticon and tear him to pieces instead of allowing any more hope to suggest the impossible. He's not trying to find me. I'm crawling on the ground, being shot at from every angle, no communication to ask for help, and the only thing I can process is that Tracks is leaving. It stops me right where I am, overwhelming me. Someone's shot hits an invulnerable spot on me, and I easily ignore it. If that was effortless, then I _know_ I can do this. The undercurrent in my subconscious is a typhoon as it howls at me.

The smoke makes everything appear different. I could swear I can see gray feet with yellow and red accents. I tilt my head up to see that, as usual, I am at Track's feet. He smiles and his optics are as beautiful as space. While the cloudy mess of ugly swirls around us he crouches down to me and forces his red lips onto mine. The cold and suffering are gone, replaced by ecstatic release, like a sigh of relief. Every night of blue light pales in comparison to this golden moment. It's the last thing I remember thinking before an immense pain tears at my back and forces everything into excruciating darkness.

"No more playing seek and hide. No more long and wasted nights. Can't you make it easy on yourself?"

With Perceptor going to earth we are down a medic, but fortunately there seems to be an abundance of intelligent replacements. First Aid's masked countenance is the first I see when I come back online. With his usual cheerful demeanor he explains that Shockwave shot me in the back, and that despite of our lack of radio Kup found me and fought the giant purple nuisance off, keeping me safe until other Autobots could take over and send me here. The battle is over.

"Kup said you thought Tracks forgot to tell you something," he carefully suggests when I inform him I can't recall anything that happened before my radio gave out. He won't look at me.

"Something Tracks forgot..." I have no idea. Then realization hits me like a hot dry wind scorching space dust into my face. I am free. I am completely unfettered from the mutually parasitic relationship we endured, independent from the internal misery that Tracks provided. It's liberating and scary at the same time. It's also unbearably painful. He's gone, and just as I failed convincing myself I could defy my desire to be with him, I am unsuccessful in believing this emptiness will be filled with other aspects of my life. But wait, he...I must have imagined...but no, he was there. I KNOW he was. Maybe he changed his mind, and now he's outside of the medbay, waiting for me. I ask First Aid about Tracks' location. He gives me a startled look and glances at my chart, probably to see if my processor got hit.

"He's on Sky Lynx," he explains gently. "I saw him board with the others before I came back here." He gives me a suspicious expression.

First Aid must think my memory is affected. Tracks _was_ with me; he kissed me. It was not a dream. "Were there any problems with departure?"

"I don't know, Ultra Magnus. I'm sorry, I was down here before they took off."

When I ask him if he'll radio Kup, he replies that he can, in a second. "Could you do it now? This is kind of important."

"So is you energon level," he replies with the cool detachment of a member the medical community when they are dealing with unreasonable patients. "Wait a few astro-seconds. Kup is supposed to come here for a shoulder wiring problem."

"I'm here," rattles a gravelly voice. The old mech smiles warmly. "Look who's up!"

"Kup!" He is a reasonable mech, one on top of everything that goes on around here. He's also a good friend. I ask him once the pleasantries are over if Sky Lynx and company are on earth yet.

"We got a call from Perceptor telling us that they passed Jupiter about six cycles ago. It's our first call since their radio died before they left."

"Six cycles? I've been out awhile," I comment as he nods. First Aid takes off one of Kup's shoulder plates as he clumsily jerks it into a more comfortable position. "This may be unusual, but after takeoff...did all of the Autobots...stay on Sky Lynx?" Kup nods again, uncertainly. They're not sure. A lot of the charges produced a great deal of smoke. It helped us win the battle, but kept us from seeing anything in the sky above 300 meters. "None of them got out for any reason?" Grimacing over his shoulder repair, Kup asks why, what did I see? He's fearing Decepticon interference. "Nothing," I reply, the disappointment settling in. It must have been a hallucination. He wasn't there. He'll never be there again.

First Aid, concerned over my mental health, asks me to go offline and rest and I do, seeing green specks glittering in blue before total blackness closes in.

"I've got some wishes of my own"

P.S.

Kup flinched as First Aid's soldering iron scorched his shoulder. Circuits were being repaired but the process was not his idea of a pleasant pastime. He regarded the offline Ultra Magnus and chuckled.

"What is it?" the medic asked, replacing Kup's plate and asking him to try rotating the cuff. His patient complied easily.

"Look at his expression. He must be having a heck of a dream, if it makes him grin like that. Wonder what it's about."

"I don't know," First Aid replied, reaching for the box under Magnus' plate, "Maybe it has something to do with this. I found it in his hand when you brought him in." It had been an eventful day. First Aid noticed small things, and Ultra Magnus' questions brought back the image of Tracks waiting by Sky Lynx until departure time and transforming to hide that something had upset him before racing into the transporter. "I can't even recognize it."

Kup regarded the object and tossed it back into the box with his new ability to shrug dismissively. "Just an old can of polish."


	2. Spiders

This segment is a variant from my series 'The Space Between.' Previous plot: Megatron is trying to get Trypticon to earth via a giant space bridge. Setting: Oregon.

Optimus Prime was pinned down behind Trailbreaker's large forcefield while Tracks screamed in his face over the sound of blasters firing at them. His velvet voice made is hard to hear what he was saying, especially when the jets screeched by. Luckily, Prime was a lip reader.

"WINDCHARGER'S STUCK BEHIND ENEMY LINES!"

"WHO'S WITH HIM?"

"NOBODY!"

"WHERE'S PROWL?"

"SHOT!"

"IRONHIDE?"

"SHOT!"

"SUNSTREAKER?"

"RIGHT BEHIND YOU!" Tracks gestured to the twins, fifty feet farther up the mountain, both frantically repairing the weapons shot out of their hands earlier. Jazz sat with them, firing at the Seekers whenever they came near.

The shooting stopped the same time Prime hollered, "WHO HAS NOT BEEN PUT OUT OF COMMISSION?" Tracks paused. You could hear Sideswipe grunting as he struggled with his weapon. Bumblebee was somewhere out of sight, crying, "Ratchet! Help! It's Cliffjumper!" Trailbreaker lowered his defense shield to venture a scan down the mountain. No sign of the Decepticons. They didn't leave. They must be regrouping. Optimus could not make out anything through the smoke. Inferno was working overtime trying to get the fire under control, but he was shot, too. The fumes rolled in.

Megatron's raspy voice cut through all of the tension. "Optimus Prime! I know you're hiding back there!"

It was out before he could stop it. "I am not hiding!"

He heard the Decepticons cackle. "Pride is difficult to overcome. I am certain some human psychotherapist could render aid."

No response. Optimus was assessing his troops, while he allowed Megatron to babble about their willingness to negotiate, since he had a prisoner. Ratchet must have found Cliffjumper, because Bumblebee had ceased his howling. Optimus caught sight of Bluestreak climbing one of the giant pine trees, rifle strapped to his back. That tree better hold him. Optimus waved the twins, Jazz, Tracks, and Trailbreaker to get ready to attack.

"I do not enjoy delays, Prime. Make your decision!"

Optimus waited. Bluestreak readied his rifle to shoot the source of the voice.

"PRIME!" Optimus slunk down the hill, through the smoke, where he grabbed Bumblebee and Brawn. Brawn had been shot, but claimed it an exostructure wound. Ratchet was hastily working on Cliffjumper. He nodded to Optimus and the troops, murmuring he'd join them soon.

"Megatron! The space bridge has been activated!" The Decepticons were getting louder. Prime used this as an excuse to call the Dinobots out of hiding. Grimlock demanded Optimus Prime make up his mind, should they retreat or attack?

"Starscream! I gave no such order!"

"I pre-empted that order." Creeping over a fallen tree, Optimus could almost make out the faction below. The smoke thickened.

"You fool! I wanted to get them out in the open first!" Clunk. Optimus suppressed a chuckle. Soundwave's voice cut through the two's bickering, which did not end after Megatron's hit.

"Space bridge: opening."

The lightening and wind blew their cover, which would have meant something if the Decepticons were watching for them. All were staring at the space bridge. Optimus looked up the mountain, where the tendrils of smoke wavered enough in the wind to allow him notice of his sniper. He nodded to Bluestreak. Jazz led the others to creep up a little closer to their leader.

"Miss us, Megatron?" asked one the travelers. That was all the distraction Prime needed.

"Autobots! Attack!"

* * *

Megatron was doing well. The Autobots were all in hiding, those who weren't leaking fluids at his feet. Skywarp clutched a small Autobot to his chest as though he were the last energon cube in the galaxy. When the time was right, Soundwave sent the message to fall back and wait. 

"Optimus Prime! I know you are hiding back there!"

He allowed a moment of his voice echoing off of the mountain before he heard a petulant whine returning. "I am not hiding!"

This cracked them all up. Skywarp laughed so hard he shook the Autobot he was holding. Megatron decided he had a sense of humor, too. He waited for his underlings to calm down.

"Pride is difficult to overcome. I am certain some human psychotherapist could render aid."

No response. The Decepticons all looked at each other, shrugging. "I don't think he wants to negotiate," muttered Astrotrain.

"They will negotiate or we lose a captive." Megatron raised his voice to address the obdurate leader. "I do not enjoy delay, Prime. Make your decision!" Still nothing. This was not to his liking. "Should he try an attack, kill that...thing. PRIME!"

Starscream ran up to his leader, glad to be doing something in the midst of this boring shouting match. "Megatron! The space bridge has been activated!"

"Starscream! I gave no such order!" This moron would never stop ignoring his commands. The second-in-command crossed his arms and grinned arrogantly.

"I pre-empted that order."

"You fool! I wanted to get them out in the open first!" He had not meant for Optimus to hear that. Wrathfully, he belted Starscream as hard as he could. It helped a little that his victim bounced at least once on the grassy hill. He chuckled at that, while Starscream spewed his rant.

"When were you planning to unleash our weapon, when the Autobots have us surrounded?"

"I call for the space bridge to be opened, not you!"

"You were taking too long!" Soundwave waved frantically for Megatron's attention.

"Space bridge: opening."

A flash of brilliant lightening. The sky opened, shooting a cylinder of light down to the earth. The dust cleared quickly.

"I don't believe it!" Starscream whispered. "It's impossible!"

Before them stood Autobots Megatron had not seen in four million years, Autobots who should be dead. A few youngsters, too. Ultra Magnus grinned at the gaping Decepticons.

"Miss us, Megatron?"

"Autobots! Attack!" From behind them came Optimus Prime and his army.

"Decepticons! To the air!" Megatron was furious at this turn. For once, he would not relinquish his position, at least not until he was sure Trypticon was not coming. They would not go down without a battle.

* * *

Ultra Magnus greeted Optimus Prime the minute he had a chance. They were blasting the recent addition of Devastator while he attempted to go after the Dinobots. Bluestreak was in the giant gestalt's hand, grabbed before he could shoot Megatron. 

"Nice to see you, old friend." Ultra Magnus' voice was soft and warm, like Skyfire's or Prime's. It hearkened to the days they were first fighting together. "We would have come sooner, but Metroplex had a tougher time with Trypticon than we thought. You should give Mirage a big 'thanks' from us; if he hadn't infiltrated the Decepticon base to send us their files, you'd be in trouble."

"Mirage is good at that." Mirage was leaving the Decepticon base now.

"We've also been getting news from other planets who received that transmission and feel threatened enough to want to help. I think we finally got the lucky break we were looking for."

Optimus grinned under his faceplate. "Welcome to earth." He didn't have much time to utter anything else. Megatron was coming after them with the Seekers at his heels.

* * *

Tracks decided not to see who it was who came through when the space bridge smoke cleared. He took advantage of the confusion: while the Decepticons scrambled to the air to better situate themselves Tracks grabbed the Guardian by the claws and swooped in to take on Starscream and company. Unfortunately, the F-15's were better flyers, wounded or not. 

"Get out of my way! The car wash is over THERE!" Thundercracker snarled, nicking Track's rear end with one of his shots. Skywarp came after him, laughing that dirty laugh he emitted in battle as they tried to chase him down. Tracks swerved in the sky to avoid their firepower but did a lousy job. How could he out-fly Decepticon jets? He couldn't. If he took out their leader maybe the Aerialbots would get out of Superion mode and come help him. Where was Starscream?

The low roar of his engines registered a second too late: before the telltale transforming noise interrupted the reverberations in his mind Tracks was rudely pushed down by an arrogant blue foot.

"Good boys play with toy jets, bad boys play with REAL jets!" sneered the Air Commander. "You've been naughty, pretty boy!" The Corvette plunged down below the clouds while being shot at. He could hear the jeering jet calling "You need to be punished!"

He had to bring out every trick in the book to realign himself in the air, using the diversion of the Seekers accusing Starscream of hitting on Tracks as his advantage. The second time attacked the red, gray and blue jet did not toy around. He gunned his engine and raced towards the Autobot.

Tracks pulled up to avoid a game of aerial 'chicken' in time to run into a distorting Skywarp's arrival. The Decepticon, with Thundercracker's aid, shot him hard enough to force him back into robot mode and fall. He radioed below in his usual calm demeanor for any Autobots under him to get out of the way. That task accomplished, Tracks covered his optics and braced himself for impact. He hoped that Sunstreaker wouldn't give him too much grief over the dents. He tumbled down quickly, left leg first.

Clunk.

"What the devil?" he asked, seeing red metal out of his peripheral vision.

Optimus Prime had caught him in his arms, breaking a wing off in the process but keeping him from hitting the ground. Tracks grinned in relief, uncovering his face to show his smile to someone he really didn't like that much.

"Prime, you really are divine," he purred, overdoing it in even HIS opinion. "Tha-" He stopped, voice halting in shock. It was not Optimus Prime. Tracks had heard of time stopping but had never experienced it until now. It couldn't be. "I know that grin," he murmured faintly, one arm sagging to his side and the other resting on his chestplate.

It loomed over him, an ivory face with two discs of optic as azure as the blue helmet that framed him. "You've really let yourself go, Tracks," Ultra Magnus spoke in the same dark teasing voice he used to occasionally thread into their nightly conversations. It made Tracks' solenoids quiver. "I used to see myself in you."

"Sub-standard earth polish," the blue mech replied after taking a moment to reconfigure his composure, trying to keep his cool in front of someone he'd tried to forget existed. "Have you brought anything from home for your dearest friend?"

He laughed as he placed the blue mech onto his feet.

"No," he snorted, handing his former lover the broken wing shorn off in the landing. The grin had a sardonic twist in one corner. "I've been busy."

"You and everybody else." Tracks needlessly ducked the incoming Decepticons as the giant mech leaned over him and blocked their pointless firing. Magnus' chest pressed against him, blue and red metal that felt cool to the touch next to Tracks' shoulder. Tracks' hand automatically reached up to caress the paneling; something he had never done when Ultra Magnus had been around.

The large mech jerked away from his stroke quickly. "Ratchet is coming around. He'll help you out of here." He stood for a moment, watching Tracks nod wearily, as though something else were expected. "I'm going back in."

"My hero," Tracks sneered under his breath, unheard. He watched his savior transform and roll towards Megatron and Optimus Prime's mano y mono combat admiringly. Ultra Magnus had gained a lot of confidence, no longer the reluctant leader who scratched on Tracks' door like a starving turbo-fox anymore. He'd recovered from their toxic love/hate consanguinity nicely. This was not the sniveling sycophant who burst into grateful tears the moment Tracks allowed him to smear a chemical compound on his hood. The sight of his grinning face brought an unexpected warmth...and experiencing his lack of whining deference awakened a different sensation altogether. Fourteen years was barely an asteroid flash in the sky of an Autobot's life, yet in such a short time Ultra Magnus had gained a sense of himself and confidence. And Tracks saw that it was good.

"Raul says it best: I gotta get me a piece of that," he leered, hugging the ragged wing Ultra Magnus had thrust upon him to his chest.

* * *

After the Autobot victory the Decepticons had scattered, abandoning their tools for anyone to pick up. A proposal to annex the space bridge for Autobot use was enthusiastically accepted. Fourteen astro-hours after coming out of recharge Ultra Magnus met with Optimus Prime and other officers to discuss details involving the assembly of a Cybertronian space bridge while construction for Autobot City continued. After four hours of contention a recess was called, to Ultra Magnus' relief. He was not used to others making the decisions, nor taking this long to do it. He especially did not expect Tracks to be waiting for him when he left the meeting room. The Corvette walked beside him silently, as though years of separation after a tumultuous relationship were not in their bygone days; like they were old friends who did not need conversation any more. It made Ultra Magnus recall Tracks landing in his arms during battle and the emotions it stirred. He told himself to say something boring. 

"We're planning the team for building Autobot city," he awkwardly explained, referring to the spot in Oregon the humans bestowed upon them, and wondering why Tracks had waited for him to get out.

The smaller mech nodded sagely. "Sounds enthralling." Tracks did not ask for details and Ultra Magnus volunteered nothing else. Instead the large mech wearily headed for the temporary quarters he shared with Kup, Rodimus, and Springer. Tracks followed. At the door the two paused, facing each other expectantly.

"Did you want something?" the giant mech didn't want to ask him that, but there was something disconcerting about the way his smaller counterpart trailed him like a mini-bot shadows his protector.

Tracks frowned at the unopened door. He wanted to be invited in. If he could have time to talk with Ultra Magnus, maybe he could figure out what may have transpired this afternoon and they could get re-acquainted. At least this persistent desire to be with him would be silenced. It did not look as though he would have a chance, though; the door remained shut.

"I'm not very good at this," he admitted, fingers fidgeting slightly with the red Autobot symbol on his chest. Silence. "You're not making it any easier." He waited for an apology and all he received was a head tilted slightly forward as it awaited an explanation. "Do you remember the day I left?"

Ultra Magnus recoiled at the mentioning. He remembered smoke and pain and their victory told to him from med bay and a gray and gold dream. "Why?" he demanded, ivory face covered momentarily by a snowy hand. Tracks' optics glittered in triumph. He _had_ to remember. "No, I don't recall it. There are too many battles to catalogue what happened at each and every one." They were interrupted by the door opened by a perceptive Hot Rod who claimed he needed to talk to Ultra Magnus. Relieved, the large mech excused himself and ducked in to help, leaving Tracks standing outside alone, confused.

* * *

"Why do you care?" Gears demanded, putting the high-grade energon he'd earned into the hidden compartment under his bed, behind his toy chest. "I heard he met somebody else, anyway." 

With twenty female Autobots and sixteen from Ultra Magnus' faction, not to mention the other 26 Autobots who already resided in the modified ship, the ark was crowded. Every chamber was quadrupled, even after the Dinobot rumpus room had been taken over by the femmes to make more efficient space. Optimus Prime had promised a long break for those who had been working overtime to uncover Megatron's vile plot, thus no one was leaving for patrol any time soon. When it came time to choose who they wanted to bunk with there was a mad scramble and exactly four stragglers remained: Gears, Beachcomber, Warpath and Tracks.

"_Who_ did he meet?" Tracks demanded, jerking his head over to glare at Gears, who had produced an energon whip from his toy chest and was calmly flicking it around to test his wrist.

"I heard they BANG! broke up." Warpath never knew when to stay out of a conversation. He was sitting alongside Gears, watching him peruse through his secret stash. Beachcomber was lazily observing an arthropod play in the corner of the room. At least he knew when to mind his own business.

"Like I said, why do you care? You barely noticed him when he was worshiping the ground you drove on."

"Yeah! POW! What is with you? BOOM!" Warpath had almost no face to convey his meanings, therefore his voice flared and exploded instead.

Tracks stood up, pouting. "I don't have to explain my actions to anyone." He barely knew the reason himself; all he knew was that he had to get Magnus to under his thumb again, and soon. "If you feel the need to contribute to the conversation, at least make a _decent_ suggestion." He glared at the two red Autobots, one who quickly returned to his treasure hunt, the other who calmly stared back at Tracks until a quiet interruption interceded.

"Tracks, man, did you know there are two types of spiders on this planet?" Beachcomber asked, purring in his soft voice. "First there's the jumping spider. He waits for his target to pass by before he _leaps_ out to attack it. In order to succeed he needs a good spot, a good disguise, and totally stupid prey." The topographer looked up from the small arachnid he'd been observing to smile at his audience.

"I think you've been smoking Raul's secret stash," Tracks sneered, stymied as to how this pertained to the attack on his former admirer. "Get to the part that makes sense."

"He WHAM! is," Warpath retorted, now helping Gears dig in his closet for more toys. "Let him BOOM! finish."

Beachcomber nodded appreciatively. "Like I was saying...there are two kinds of spiders. The jumping spider attacks. Check out the web-building spider, man. The web building spider uses what he has around him to create the most _beau_tiful net...to get his victim."

Beachcomber pointed to the web the arachnid he'd been watching build while he explained the situation. When a fly soared into the web during his lecture it became caught in the web's adhesive. The Autobots watched the spider glide down, unstuck, towards the poor fly, ready to perform its insidious task. Beachcomber's audience drew back at the description of the fly's innards being consumed while the bug was still alive. Gears called Beachcomber a 'nut' and Warpath decided to go shoot his expressive mouth elsewhere. Tracks' optics glowed a fierce greenish blue in inspiration.

"Beachcomber, my brilliant friend, you will have to excuse me while I make a phone call," he whispered.

* * *

Ultra Magnus dragged himself back into the only room that he could claim sanctuary from Optimus Prime. That mech was a workaholic, and assumed that his old friend was the same way. The entire evening was spent planning the next decade or so, as well as catching up with everything the other had missed. The conference took so long Elita-1 came in to see if they'd been kidnapped. All Ultra Magnus wanted to do was to crawl onto a recharge plate and go offline. 

Unfortunately, he was sharing Jazz's quarters with three other mechs. Springer, Kup, and Hot Rod were on the modest berth, leaning against the wall in a line with their legs in various positions but mostly dangling off the edge. As he tried to configure himself into the space they'd left for him he saw "Roddy" light up his optics and smile.

"Go back to sleep," Ultra Magnus whispered tenderly. Roddy's optics extinguished quickly and he leaned his head against Ultra Magnus' shoulder.

Traditionally the first love in a young mech's life is his mentor. Hot Rod, barely two years old, had followed antecedence and pursued his older mentor until Ultra Magnus' defensive personality scared him off. That's what the younger one told him, anyway. Roddy was still unfamiliar with tact. Ultra Magnus blamed himself for the short-lived courtship's demise because he did not want to be with anyone, ever, including any sweet-faced babies who needed a stronger spark than his to guide them through the perils of love. Hot Rod was too young; besides, destroying any emotional walls to allow someone in might be dangerous. There are some feelings best left dead. Ultra Magnus dozed off on that thought, neck at an angle that would definitely make its affect felt tomorrow.

It was barely morning when a pounding on their door forced all four, now in a tangle on the floor, to scramble for their dignity. Springer was up first.

"Good mornin'!" Jazz breezed in with the ease of one who'd entered his own room expecting to see some unusual scenario before him. The sight of four Autobots unhinging creaking joints was a new one, but not as startling as the day he found Prowl in there with energon, one of Gears' less threatening toys, and a devious grin.

"Good morning, Jazz." The other three fell in line next to him, being more or less formal.

"Good morning, sir."

"Good morning, sir."

"Good morning, kid."

Jazz smiled back. "At ease. I'm here for the big guy. He's been given an assignment."

Optimus Prime never rests. He was worse than Shockwave. "I'm happy to volunteer. What are the details?"

"We got a call from our New York branch about some Constructicons causin' trouble. Gears, Bumblebee, Tracks, and Trailbreaker have volunteered to help you set up shop for awhile and patrol." He turned to Kup. "Prime asked me bring you over to talk to the Dinobots. They're acting up, and since they seem to like you, we're hoping you can calm them down."

The grizzled old mech walked out with Jazz, who had finished his briefing to Ultra Magnus by giving his departure time. Springer commented on Jazz's like-ability while Hot Rod observed Ultra Magnus sitting back on the recharge plate, back against the corner where the walls met. His elbows rested on his knees as he sighed. He was staring off into space.

"Ultra Magnus? Are you okay?" No reply. Hot Rod took a risk and climbed in between his leaders legs, back facing him so that the large mech could rest his chin on the smaller mech's spoiler.

Ultra Magnus wrapped his arms around the maroon Autobot and hugged him. "How did you know I needed that?"

"You looked like you did." Physical intimacy between a mentor and his protege was not irregular, thus no surprise when the affection deepens. When the pupil grows older, though, it is considered inappropriate to act this way unless they are bonded. His large friend, one of a very close clique of mechs ill at ease with this new world and old leadership, took the gesture the right way. It kind of surprised Hot Rod, who had been rebuffed the last time he had done this.

"You're sweet." Ultra Magnus held up one of Hot Rod's hands in his own. So small. Tiny crevices where the joints met were untainted by killing, and smooth from a minimal amount of use. They had yet to be marred by the ugly around them. Ultra Magnus hoped those hands would never fall into the trap his had, where the smell of mech fluid and car polish continued to haunt him no matter how many times he'd had First Aid take them apart and thoroughly sterilize them.

"Your hands are very clean, Ultra Magnus," Hot Rod commented. "How do you keep them that way?"

Springer spoke first. "He avoids any potentially damaging situations," he said in a jocular voice. "How do you think?" The green mech was tired of watching this paternal cuddling already and was off to find Arcee, the pair's latest carnal endeavor. Hot Rod could not allow the competition to prevail, so he leapt up from the corner he was in and raced after Springer.

Ultra Magnus rose as well, making his way over to Prime's office.

Optimus Prime was in a better mood than usual. He had figured out creative ways to alleviate the overflow of Autobots in less than twelve hours. Cosmos reported that most of the Decepticons were hiding from Megatron in fear of his wrath, which meant it would take a least a week for them to come out of hiding; better yet, most were wounded. Raul had called them to voice some concerns regarding Constructicon-sightings, but luckily with Ultra Magnus here there were enough authority figures to have the large metropolis properly outfitted. The best part was that the New York team consisted of eager volunteers. Autobots were happy. Everything was going well. There was nothing left to do but sit back and wait for the monkey wrenches to throw themselves into his plans.

Monkey wrench "A" arrived the minute after the Dinobots finally lumbered back from being lost after the major battle and demanded to know where Kup was. He was their newest friend and they wanted to see how well he'd been repaired from a skirmish he'd been in with them in California. Their second complaint was the use of their rumpus room for female activity. Snarl complained of contamination. Grimlock didn't want to sleep outside. Kup was negotiating with them now.

When that was addressed monkey wrench "B" reared its ugly head. Wheeljack's newest invention was stolen. That happened during monkey wrench "C," which was Prowl informing him that the rampant practical jokes going on in the ark had reached epic proportions. If they weren't stopped, someone was going to get hurt, and he volunteered to go after the perpetrators instead of taking time off. Jazz would help.

Optimus Prime took all of this calmly, because it was not difficult to handle, until monkey wrench "D" arrived. Ultra Magnus did not want to go to New York City.

"Any particular reason?" Optimus asked, concerned. It was a rare day when his friend objected to an order.

Ultra Magnus looked down timorously. He didn't blush, but if he could this would be the time. "There are a couple issues, Optimus. To begin with, this planet is unknown to me. I'm not comfortable being the leader when I'll be relying on my soldiers to guide me along. It undermines my authority. I'm also unfamiliar with the Autobots on this mission. The only Autobot I've ever directly commanded is...Tracks."

There was a strange tone used for that name. "I know Tracks is vain, stubborn, a little too much in love with the planet earth, but you know that these are surmountable personality quirks."

Prime debated which route to take in commanding this mech. He had intelligence regarding the real reason for this behavior, and Prime had almost refused Tracks' volunteering to come along...but the need for an Autobot who related well to the inhabitants of the city was too much, and they could use the extra room his departure would offer. Besides, it was only for a couple of days, and the NEW Ultra Magnus, one who had apparently gained some sense of self-control while Optimus Prime had been stuck on another planet, could handle a manipulative little car with the strongest of fighters. It made Prime kind of awed at the change. How did he handle his protege now? Prime decided to use the rational approach.

"There is trouble in New York. We still need officers to help run this army, and there are not enough to go around. I am occupied here, Prowl cannot travel long distances while he recovers from his injuries, Jazz is watching for an internal problem, and Ironhide has moved to the Autobot City site to make sure no one is disturbing the new space bridge. That leaves you and Grimlock."

Ultra Magnus sighed. "I understand." Whether the approach worked or not Optimus was not certain but at least he knew his most reliable soldier was going.

Optimus stood up to signal the end of the meeting. "You depart at ten-hundred hours," he stated, hesitant to break down the wall they had carefully built around some subjects and ask what was really wrong. They were close friends but with Ultra Magnus some things had been left alone, including personal feelings. (With two spark-shaking exceptions, and Optimus Prime would not waste any impulses on _those_ if he could help it.) "Good luck." His faithful soldier nodded, all trace of unhappiness skillfully eradicated, and marched out with his back straight.

* * *

One thing Trailbreaker was not used to was traveling on someone else. They had just transformed to go when Ultra Magnus commanded them to pile into his carrier, something they only did with Optimus when they were wounded. It felt completely awkward and started their leader out on the wrong track towards making them feel comfortable around him. The giant black mech decided he was the one to help out any clumsy situations and eagerly rolled up the giant mech's ramp first, calling to the others that it was a great way to save their fuel. He should know. Tracks griped about it being a good way to scratch his new paint job, HE should know. It was BUMBLEBEE who told him to watch himself, he didn't need to offend their new team leader like that. 

"I've been under Ultra Magnus before," the Corvette replied silkily, "Haven't I, sir?"

"Roll out!" called Ultra Magnus, ignoring the reference.

"I forgot about that," Bumblebee commented as they barreled down the highway. "Ultra Magnus was your commander before you came here."

"How was he?" asked Gears in a smirking tone Trailbreaker didn't like.

"He can hear you, you know," the black mech reminded them.

"I don't mind," Magnus interrupted. "How _was_ I, Tracks?"

Tracks had not planned for this conversation to emerge. He already regretted the allusion he'd made. This could be salvaged, however.

"The best." Tracks let his energy field expand ever-so-slightly so that Ultra Magnus could feel its warmth and remember their more private moments. "He was definitely a force to be reckoned with." The field reached out a bit further, catching the slightest traces of the carrier's and producing the slightest pleasure.

Something reached out and grabbed Tracks' spark and _twisted_ it. He felt his whole energy field swirl in a moment of pain that caused him to audibly cry out. The pain receded quickly to a soft hum of pleasant vibration while a concerned Ultra Magnus asked him if he were all right.

"I thought a bird hit me. Maybe it was a rock. It must have left a dent somewhere. Can you see anything, Gears?" What happened? It had been a searing pain not felt before, so it must have been a fluke. Maybe it _was_ a rock. Tracks' processor reeled in confusion.

"No. Are we there yet? All of this shaking is bad for my shocks."

"It happens," explained their leader. "We're in a mountainous area."

Trailbreaker watched the sun slip below the trees and told them they had several hours before New York's skyline would emerge. He heard the others babble about how much they were looking forward to various pursuits. Tracks wanted to go downtown with Raul. Bumblebee was eager to take Trailbreaker sight-seeing. Gears wanted to take a walk in Central Park. (Although his dog had passed away last year the mech found peace in wandering the large, grassy recreational area.)

"You're doing none of those things," their leader reminded them. "We're here to find Constructicons."

"Awww, c'mon!" whined Bumblebee.

"Constructicons aren't gonna to be doing anything at eight in the morning!" Gears protested.

"We could find them while we're looking around the city," timidly suggested Trailbreaker.

"I understand you all volunteered," their leader began sympathetically. "I know that you are forgoing time off to be here, and that you would like some sort of relaxation while you help; HOWEVER, we have a mission to find the Constructicons in case of potential danger." This bad news was not greeted happily. Gears grumbled and Trailbreaker told Bumblebee he could wait a little longer to see New York.

"Magnus is right," the blue Corvette sighed. He went as far as volunteering to scan the sky, as soon as he got permission from the governor.

"Good. I want to talk to Raul, too." Ultra Magnus continued with his plans and orders until the sun completely set. The rest of the ride persisted with only the noise of the road as a resentful reticence permeated the Autobots. Although they would not admit it out loud, they were not very fond of Ultra Magnus at this particular moment. What was with Tracks' kissing up? With nothing left to converse over Trailbreaker went offline and did not awaken until Gears was shaking him into awareness.

* * *

Sparkplug's garage was specially made as an ad hoc Autobot base whenever Optimus Prime and company came into town. Between the underground rooms, the satellite connection to Teletraan-1, and the smell of diesel fuel it was a homier establishment than most other bases built on this planet. The higher-than-usual ceilings echoed as the sound of Ultra Magnus' engine cut off. Raul and Macks hurried over to greet them. 

"What," Gears demanded as muddy pawprints grazed his legs, "Is _this_?"

"This one's an English Springer Spaniel/German Shepherd mix I found at a junkyard in Jersey," Raul explained, leading an exhausted Ultra Magnus to a basic battery to give him enough strength to get around until he had more time for a recharge plate downstairs. "Name's Macks, what we found when we put the letters of his parents' names together." The dog had already won the cranky mech's heart, judging by the way Gears was scratching the mutt's ears. "You must be Ultra Magnus. I'm Raul."

"You-you saw Constructicons?" he was going offline as he spoke. A lack of time recharging and a long journey hauling four Autobots had taken its toll on him.

"Foggitaboutit. You need to rest, then we talk. Let your 'bots get out and have fun while you recharge."

"That's not a good..." Too late: he was down, and would be for a few hours. Gears, Bumblebee, and Trailbreaker ran off giggling like schoolgirls.

Tracks allowed himself a good look at Ultra Magnus, now that he had the chance. Raul walked up next to him and stared: side by side with Tracks, arms crossed. Nothing was said, even when the Corvette placed a hand on the giant leader's sleeping face to trace his features. When he lingered over the blue optics Raul lost his patience and reminded Tracks that he had not explained to him why there had been a pressing need to call him to ask Prime to drag a few Autobots to the other side of the country, and to make up something, _anything_, just find a way to get them over here.

"Thanks for the ruse," Tracks finally muttered.

"Ruse, nothin,' man! I've been trying to get a hold of you for weeks but your stupid Teletraan wouldn't answer!" Raul was glad to finally get the mech's attention. "There ARE Constructicons here! They're tinkerin' with some kind of factory over by the town where I found that dog!"

"In New Jersey?" This was more serious than he thought. Tracks walked over to Teletraan to see what the problem might be. He was not a computer expert, but it was better than nothing, which is exactly what he discovered he could do. Teletraan appeared to be mostly normal, only it kept turning itself off. Maybe one of the others would help when they got back. Tracks shrugged and wandered off to the main room of Sparkplug's garage, explaining that they had to wait.

"What do you want to do in the meantime?" Raul asked, turning on the radio to his favorite station and getting ready to settle into a chair with the latest issue of "Hot Rod." He looked up to see a gray hand holding a can of polish. "Aw, c'mon T!" Raul gave his friend a pleading look. "I'll have to wash you and buff it on and wait for it to dry and buff it off and..." Tracks' smile never wavered. "...you...don't...care." The human sighed miserably, tossing his car magazine aside while Tracks transformed into car mode. "You have a weird sense of fun, T."

It was not the same as a Cybertronian polishing, in which no washing/extraneous buffing was required, but the human method wasn't bad. Raul took his friend to a car wash down the street and returned within twenty minutes, still grumbling.

"I _had_ to find an alien robot. All I freakin' wanted was a freakin' 'Vette..." Raul was leaning over the hood, terry cloth in hand, making long streaks across Tracks' hood. He pressed down, grimacing. "You got a new paint job again, man."

"So glad you noticed. They were out of Metallic Royal Blue, so I had to go with Metallic Ocean Blue." It was slightly lighter than the previous but still not the right shade. Raul berated him for spending too much of his hard-earned capital on his surface and not enough under his hood, to which the mech retorted that until humans concocted the perfect shade of luminous blue he had to keep trying new palettes. Tracks tried to lose himself in the methodical strokes but Raul had no idea what he was doing. He was haphazard with his application, and too rough in some spots. The compound wasn't that great, either. Tracks could feel Raul scraping the surface. "Watch it!"

The young man ceased his activity and whapped the terry cloth against the chassis. "Can't we do something else? This SUCKS, man!"

"You need to press down at a different angle." Ultra Magnus was watching from the doorway, still groggy from his minimal recharge. Raul looked up and offered him the towel. Magnus looked at it incredulously.

"You wouldn't mind showing me?" the human asked. If this Autobot had some suggestions, he was willing to listen. Anything to finish this tedious chore!

Magnus pulled something out of subspace. A silver-stained cloth with an old can. "Try this," he suggested. Raul started again with the materials handed to him, following Magnus' guidelines. "Go in circles, one area at a time."

Raul sulkily continued his chore, disappointed the task had not been seized from him. "That's better," Tracks finally interjected, finding his vocaliser. This was a strange encounter that made him very uncomfortable. Raul was human, thus unable to project his energy field while he stroked him. He felt nothing when Raul polished him, but the addition of the one who _made_ it personal watching another was too unnerving. "Maybe...uh...you don't need to do this right now."

"Good! I'm outta here!" Raul threw down the rag and hurried out before Tracks could call after him. The resonation of the door closing behind him faded quickly.

Now he was alone in the main room with Ultra Magnus. The heater clicked off at the same time as the radio paused mid-song, and for the slightest nanosecond there wasn't a sound in the giant room. Tracks could feel Ultra Magnus standing over him, waiting. The radio interrupted with a commercial but neither paid attention to it. They were expecting the other to move first.

Tracks' processor raced wildly, but all he could think was that he was alone. With Ultra Magnus. In an empty garage. Alternate mode hiding his face but exposing an ungainly relic he was sure the other wanted to ignore. This was not how he had planned it, and now he had to find a way to get out of it, but the issues blasting through his processor were repetitive. _'I'm stuck in an empty garage with Ultra Magnus. Alone. In Corvette mode. Primus, help!'_

Something warm lightly pressed against his roof, a firm point on a soft cloth tracing the Autobot symbol inside of the yellow square. It moved down to the driver's side door. Tracks leaned into the hand like a cat into a caress, feeling its warmth increase into an intense heat. The hand moved forward to the front of his hood, radiating with every stroke. The anxiety dissipated, and the words rolled out like a soft purr.

"It has been _too_ long," sighed the Corvette, energy field already glowing in delight. "I never thought you would do this for me again."

The other Autobot did not reply right away. His first impulse was to admit he had imagined the scene a million different ways-usually with him rejecting Tracks and walking away satisfied he had been avenged-but he changed his mind. "The human's face looked like the dog's with its pleading," he rumbled, reapplying the liquid to the buff and flinching at the odor it produced. It brought back unpleasant memories. Well, this time would be different.

Tracks laughed out loud, reverberating like his motor when it thrummed in first gear. "I should tell Raul you said that." He liked the way Ultra Magnus chuckled, having not heard it in awhile. It sounded gentle, like thunder rumbling miles before it rolled across the desert to the ark.

They settled into a strange reticence. As accustomed as Tracks had been to a silent polish job there were unsettling moments, holes that he was eager to fill with any kind of dialogue. The tension was too thick for him to be complacent, not after all of their issues. "I couldn't get Raul to copy your methods _at all_." No response. "I must not be a very good instructor."

After five minutes of nothing Tracks lost his sense of restraint. "Say something, Magnus. _Anything_. You're a brick wall."

"What's brick?" he asked, mouth twisting in askance. Tracks allowed himself a snicker before he explained a few English phrases. The smallest indication of the larger grin Ultra Magnus had shown to very few Autobots peeked through as they ridiculed the strange customs of this tiny corner of a foreign planet: a large, gaping expression that looked more apropos on a clown than a soldier. Tracks almost commented on it when he felt another surge of warmth press against the flame on his hood. He quietly shivered.

"You must get quite a kick out of this." Now that his audience knew what that meant Tracks could use it.

The grin emerged completely. "I don't do it for just anybody."

"I know _that_. You don't do it for _yourself_ either," the blue mech reminded him. He felt the Autobot sigil on his hood being tickled the right way. "I have _yet_ to see you perform a selfish act-"

"I have yet to see _you_ perform an _unselfish_ act," snapped Ultra Magnus, anger coming out without warning and manifesting in more than one way. Tracks' paint squeaked. "If you ever volunteered to fight for the cause we are all dying for without mentioning how it puts your paint job in jeopardy I would fall over in shock." That was an unfair assessment. Look at how he had volunteered for _this_ assignment-no, wait, that was a bad example. Tracks decided Ultra Magnus was angry about something else and needed a distraction. An idea flashed into his processor and made him glad no one could see _him_ grin.

Tracks transformed and yanked the cloth out of Ultra Magnus' hand. "Show me how you do this," he replied, smile lopsided and optics glittering.

"I'm not finished," snarled the irate leader.

"Yes, you are. My wings are new. They don't need to be mauled by someone who's still grumpy from his nap." He gave his most charming smile to the surly mech, relieving him of the polish.

Reluctantly Ultra Magnus sat on the floor and pointed to one of his legs. When Tracks put his hand down on it the larger mech placed his own on top and made the motion, explaining how to work his way up the appendage and when to replenish his polish supply. The touch shot bolts of excitement down to their cores.

"What happened the day you left?" demanded Ultra Magnus suddenly, hand still resting casually on Tracks'. The rationale behind why he was prolonging the contact was unknown, but pretty easy to figure out.

Tracks couldn't process this while getting over his victory and overcoming the touch of Ultra Magnus' hand. "Excuse me?"

"Like I said, I can't remember what happened that day. I thought maybe you could tell me your side," he suggested. Ultra Magnus' hand finally withdrew while Tracks began his monologue.

"I waited outside of Sky Lynx after I saw you run into battle. Someone said that you would be back in a moment. When it became _obvious_ you were not coming back, I flew out after you. Perceptor tried to radio a warning but it wasn't working, and I wouldn't leave until I got to say good-bye, so Kup came after me." Ultra Magnus had spent so much time chasing after Tracks that the smaller mech had become addicted to the attention lavished upon him. When it was no longer his for the taking its absence was felt. "You were on the ground with Shockwave blasting you to scrap when we got to you." Tracks had somehow wormed his way in between his subject's legs as he worked on the inner knees. There was no response from his recipient. "This does nothing for you, does it?" he asked in a minor key.

"No. My body armor won't let me feel it." His mouth curled grimly. Tracks could watch him do that all day. "I'm indestructible."

"_Re-ally_?" Tracks chuckled, fingers fanning out to search for crevices that might lead to a reaction. "I'm going to have to find some holes in this armor of yours."

Ultra Magnus had Tracks' wrists clenched together with one sweep of his ivory hand. "Don't bother." His optics, the perfect shade of luminous blue, darkened in irritation.

"Calm down. I'm not going to do anything." Tracks smiled until the grip released to allow him to resume his polishing. "You act like I'm some kind of threat to you. I'm harmless. So what happened to make you so...serious?"

Tracks had somehow found little tiny gaps in his leg armor where softer metal sang at the touch. Ultra Magnus felt it and tried to ignore it, like he did with the pain inflicted upon him when he was shot. He concentrated on his defense while tiny firings of heat continued to build up. His lips twitched.

"It wasn't easy," he began, air intakes increasing as his temperature did the same. "But instead of fighting my thoughts of you I decided to let them flow whichever way they went, and soon the frequency decreased to nothing. You drained out of me. I almost forgot about you."

"So did I," Tracks replied, somewhat relieved. "Something we have in common."

"Besides our anomalous interest in your alternate mode," Ultra Magnus added wryly. Tracks had no response to that. He almost never heard the larger mech speak, and such florid use of language was not what one was used to hearing come out of his vocalizer.

This time the silence was too much. "To reiterate: you were down, and Kup had Shockwave, so that left just you and me." He was up to the red and blue paneling of his chestplate. In the polished surface he could see his own reflection staring at himself in all its splendid glory, warped by all of the layers of armor he had. "You were calling for me."

"I doubt it." Ultra Magnus snorted, backing his body away slightly and bumping into a large tool chest. Discomfort edged into his handsome features upon the comprehension that he had no escape and a former lover was between his legs. Tracks moved in for the kill.

"I think it's coming back to you," he leered, straightening up to be face-to-face with Ultra Magnus. "Right...about..." The large mech's mouth opened to protest as Tracks' lips met with his with a grunt.

A kiss, while viewed by some as the ultimate confession of love, is perceived by others as the best way to manipulate the naive. Gray fingers connected to the pure white of Ultra Magnus' face, finally finding the vulnerable space around his helmet. _'All mine,'_ Tracks thought smugly, pulling on the antennae to bring his conquest closer to him. Ultra Magnus shuddered.

Without any warning, Tracks discovered he had been pushed onto his back and enveloped in red, blue, and white. The pressure was crushing.

"Magnus," Tracks scratched. "I can't move."

"_Ultra_ Magnus," corrected the one above him. An amused sneer crept up the corner of his mouth. "Get my name right." His blue optics glowed as he crashed into his target. "You are right, though. I don't do enough for me. Let's fix that."

There was no chance to vocally react. The sharp tweak Tracks had felt inside during their highway journey came back, pinching and pulling his spark as giant white hands perfumed with Cybertronian polishing solvent pushed his new wings against the floor. As Tracks arched his back the force separated his wings from his body enough to expose the wiring to Magnus' fingers. An electric field was projected into the exposed circuitry, causing his pinioned legs to shake involuntarily at the electrical firings. Blue light that usually glided into Tracks with the grace of an ambassador coming down a flight of stairs struck him with the force of Megatron's ion cannon. It invaded his body and _moved_, painfully swirling and dipping. Tracks fathomed nothing except the realization that he was clawing Ultra Magnus' sides with reckless abandon. All of him rattled.

"Ow! That-Ow! You're hurting me! Ahhh-" As soon as the words were uttered the pain disappeared and the mild throbbing he'd felt from his earlier encounter paled in comparison to a delightful body-wide twinge that hummed inside of him pleasantly. He tried to fire back his own field and found it blocked by Ultra Magnus', completely dominating him with a heat that caused the whole room to turn a soft rose-color. It continued without end, electricity racing through his circuits unceasing, until finally, _finally_, it faded to a warm buzz. The room was still pink. "Where," he gasped, "did you learn to do _that_?"

Ultra Magnus allowed himself a chuckle. "It was there all along." He leaned down and kissed the forehead part of Tracks' helmet. "I would have done it before, but you never asked."

Tracks gained control of his arms and used them to grab his rising partner, any part of him, as long as he could pull him back down to circumnavigate his departure. "Do it again," he hissed.

The slight smirk wavered in confusion. "What?"

"Stop fighting yourself and _do it again_!" Tracks pulled harder, only to have Ultra Magnus slip out of his fingers. "You liked it, too."

"I...have to...go...to work." Disquieted by the unforseen reaction, the larger mech got up and hurried out of the larger room to find Raul and Teletraan-1. He didn't look back.

"You know you want me!" Tracks called after him, still glowing happily; either with the recent encounter or the discovery of his victim's talent he wasn't sure, but it didn't matter.

* * *

"Start spreadin' the news..." Bumblebee sang as they made their way back to Sparkplug's garage from their sight-seeing tour. "How did you like the city?" 

"It's fantastic!" Trailbreaker had never seen a human city this large (or this strange) before. He had been created in an off-planet laboratory and was not as accustomed to cities like Iacon and Tarn and Vos, therefore this human urban establishment was a wonder to behold. "Is it true that they never sleep?"

"That's just an expression." Bumblebee turned onto the street they used to gain access to their base and rolled inside, transforming. Gears and Raul looked up from their observations of a being on the floor. The blue lump was covered in smudged polish, his paint marred with streaks in some places and scratches in others. Bumblebee was completely bewildered. "What happened to Tracks?"

The large blue mech was lying on his back, arms and legs extended out in a snow angel pose and a dreamy expression attesting to his lack of response to basic questions. Gears informed the new arrivals that all Tracks would admit was that he 'got jumped.' Raul rolled his eyes.

"Man, he probably pissed off that Magnus guy. It sounded like a demolition derby in here for awhile. Look at him, he's punch drunk! Yo, T, get that shit-eatin' grin off yo' face and WAKE up!" Raul tapped his shoulder, causing the mech to giggle.

"Did he just say 'tee-hee'?" demanded Gears, looking around for confirmation. He shook his head in disgust, knowing what went on better than the human. "I'm not hearing this."

"I'm all right, just give me a minute." The mech on the floor knew better than to allow Gears any time to assume the worst. "And he's ULTRA Magnus. Get his name right."

"So that's what he kicked your ass over," Raul muttered. "I _told_ you your mouth would get you fucked up sooner or later."

Ultra Magnus marched in, looking suspiciously shiny in some places. Gears had to choke himself to stifle the laughter. Trailbreaker put two and two together and physically held his mouth shut, shaking. Raul and Bumblebee shrugged. "I've fixed the problem with our connection to Teletraan-1. Fortunately, it was only a minor mainframe virus. Once I got us online I found out that Cosmos sent us these pictures." Their leader held up a datapad showing satellite photographs of a partially-built factory. Constructicons swarmed about like bees in a hive. "Optimus Prime is sending Omega Supreme to render aid, but I would like to do some closer reconnaissance. Any volunteers?" He looked up to see Gears and Trailbreaker almost exploding. He told them to calm down, or else they would have oil-change duty in the garage for the rest of the week.

A gray hand rose from the cement floor. "I'll go."

Ultra Magnus regarded the supine mech on the floor with a flicker of a smile quickly covered by a contemptuous scowl. "Is there something wrong, soldier?"

If the supercilious tone perturbed him (as well as the two mechs above him cracking up) Tracks didn't show. Instead he held his arms out for Bumblebee to pull him up. The small yellow mech complied, still puzzled over this reaction to an unnamed action. What had made the mech so euphoric? Whatever it had been, it accomplished the impossible by getting Tracks to _volunteer_ for a mission.

"Tracks, your assignment is to find this location and radio back what you observe. Try to get details without getting caught."

The haze that had kept Tracks incapacitated evaporated at that sentence. His face hardened. "I beg your pardon, but I am the _last_ individual you need to worry about making a mistake."

"Dismissed," his leader responded, turning away to ignore the confrontational tone his dispatch used. Scowling slightly at Ultra Magnus' back, Tracks transformed into Corvette mode and rolled away.

* * *

Ultra Magnus didn't know why he was hurrying after him. When the Corvette stopped at a red light he transformed to ask his leader if he wanted something. 

"I...you...forgot your map," he spoke in a rush, thrusting the datapad into the mech's hands. Tracks looked at him, smile lopsided like the tail of a comet. Ultra Magnus' arms shook slightly.

"You can let go now," he gently chided the carrier, tugging at the datapad to free it. The larger mech turned and hurried away, berating himself for his lapse in courage. "Ultra Magnus?" He watched his leader acknowledge him. "Kiss me good-bye."

Ultra Magnus strode over and seized him up in less than half a second. "You can_not _act as though we are picking up where we left off!" he snarled.

"Thank Primus!" Tracks replied, expression unwavering as he lifted a free hand to touch Ultra Magnus' antenna. "Now maybe you'll admit how _bad_ you want me. Oof!" Tracks' body protested being ceremoniously dumped to the curb by angrily creaking.

"Just come back in one piece," snapped the mech looming over him. "And don't forget my map."

"I don't need your map." Tracks stood up and transformed to the sound of angry horns honking. "I just need you."

Ultra Magnus, shocked, watched him leave, rooted to the spot Tracks had left him in for a long time after that, grinning like an idiot.

* * *

Teletraan-1 was beeping urgently as Ultra Magnus walked into the communications room. At the click of a mouse Optimus Prime's face appeared on screen. 

"Do you have a status report?" he asked somberly. He acted as though someone had just died. Ultra Magnus still glowed from the after-affects of besting his friend and foe, as well as the farewell confession, and smiled triumphantly as he gave an update.

"We've dispatched Tracks for closer reconnaissance of the Constructicons," Ultra Magnus responded. "We have reason to believe they're working on a factory to build drones, based on those pictures Cosmos sent us."

Optimus Prime stared. "Negative. Cosmos has been on sabbatical. No one sent you pictures."

"Do you mean _they_ transmitted those pictures?" Ultra Magnus' exultation faded as he backed away from the screen, concerned at the danger his spy might be in. If anything were to happen to Tracks-

"Ultra Magnus, we have reason to believe the site is still a valid concern, only that it may be a trap." Optimus Prime's optics crinkled in worry. "Is there a problem? Come in! Ultra Magnus?" The screen went black as another misfiring from the computer caused it to crash.

Tracks would never believe him. There was no way for Optimus Prime to tell the mech himself, and by the time Ultra Magnus got this third-rate equipment working, it might be too late. He tried not to panic, instead calling for Trailbreaker to help him out. The black mech took notes as fast as he could on a datapad as Ultra Magnus prepared to find his lost spy.

Trailbreaker read his hasty dictation back. "Get the computer fixed, make sure Gears does his oil-change shift, don't let Raul smoke in the main room-"

"Don't tell Tracks I'm coming," Ultra Magnus finished, transforming into carrier mode. "Try to keep him from getting into trouble!" He turned into rush hour traffic and inched away, Trailbreaker following him to the stoplight before he arrived at the freeway. As soon as he was gone, Trailbreaker returned to the garage, saw Raul lighting up and Gears playing with the dog while Bumblebee was on the phone with Spike long-distance and threw the datapad at the inactive computer.

"Just great," the black mech muttered. "Nothing too difficult."

* * *

Several parts of New Jersey are designated for industrial commerce. Mile after mile of gray, brown, and maroon buildings frown at the smoky blue atmosphere that glares back. In one such area a conspicuous blue Stingray cruised towards a warehouse in the middle of the night, his fifth hour of observing renovation. 

"Mag-Ultra Magnus, this is Tracks. Come in," he whispered into his commlink. He had been fighting the impulse to call him every five minutes to ask his leader if he were thinking about his favorite flying car. Although he was only reporting when he had something to say, for some reason Tracks had been unable to get a hold of Ultra Magnus at any point in time.

"Tracks, this is Trailbreaker. Report."

"Hour Five: The Constructicons have not emerged from their fortress since my arrival. They have established formidable alarms around the perimeter. Said alarms have not been de-coded. Request assistance from Teletraan-1."

"Request denied. I'm sorry, Tracks, but Teletraan-1 broke communication with us again."

"What the devil? WHERE is Ultra Magnus?" Tracks demanded impatiently. "I'm out here alone and _none_ of you are willing to help me." It seemed to the frustrated mech that Ultra Magnus was bound and determined to make him look like a fool.

"We are, it's just that...I have orders, Tracks. Nobody can help you right now. Just wait."

"I see." Tracks had no idea where to go from here. "Tracks out." If he had no help and no way to figure anything out, then he decided it was best to go over the wall to investigate.

The alarms were silenced easily, once Tracks cut the correct wire. Bush branches etched ugly lines into his armor when he landed on the other side of the wall. "Why did I spend $900 on a new paint job?" he moaned as he saw the evidence of his poor landing. "Well, never mind. That scratch was from Ultra Magnus." He suppressed a smile at the mental distraction.

Light blazed into his optics as blasters fired.

* * *

Scrapper admired his newest lawn ornament. "Not a lawn gnome, but it will have to do," he mused as Scavenger placed the small ceramic objects in the ground around the offline Tracks. "How did you get him like that?" 

Hook tightened another vice grip. "Creativity." Tracks had been molded into a pose resembling a gospel preacher they'd seen on television. TV provided a decent pastime as they hid from Megatron's wrath after the space bridge debacle. They had disappeared to this abandoned New Jersey factory when after one week Scrapper decided they required a new kind of entertainment. Someone suggested redecorating. The interior wasn't bad, but artistic merit lacked outside, thus creating a need for landscaping. Their Autobot prisoner had destroyed Scrapper's attempt at topiary. "He's not bad. By the way, I'm sorry about your bushes."

"As am I." The nerve of this mech! "Bonecrusher made the liners from that brick wall we tore down, Mixmaster found a decent fertilizer, Long Haul got the hedge clippers, for what?" He stared at the blank red face. "They almost resembled us! Now look at them!" He angrily gestured to the crushed shrubs. Tracks' vital cord had been disconnected, making him a pretty statue for the time being.

"I like them," Bonecrusher commented, coming outside as the sun began to creep above the fuzzy skyline. He saw Hook's gesture of annoyance and hastily changed the subject. "What do you think the Autobots will say when Teletraan-1 shows the aerial of THIS guy?"

"I don't know. All I care about is how soon Omega gets here for our next fight." He jerked his head towards the sky, where Mixmaster and Long Haul waited. "It's getting harder and harder to bait him out of hiding. How long did it take you to hack into that mainframe?"

"Two days," Scrapper replied. When Devastator missed his favorite fightmate it took ingenious ploys to inspire their enemies to send Omega Supreme out. Last time they had to attack an oil tanker or two to get him to come out and play.

"Here he comes!" called Long Haul, pointing to the rocket approaching.

"I love the smell of destruction in the morning," Hook cackled, taking to the air.

* * *

Explosions flared in the sky; the sound of battle booming loud enough for a few buildings to rattle as Ultra Magnus busted through the rusty gates barely holding onto the wall Tracks had surmounted earlier. 

"Tracks!" he called, blaster drawn the moment he transformed. Omega Supreme thundered less than a mile away as he scraped the ground from a particularly hard hit. The walls shook and bricks fell on his head. "TRACKS!"

There were not many rooms in the factory. There was a large room with nothing in it but junk, none of which bore the visage of the Corvette. Another room contained a television set. The main room echoed with his footsteps, glass crunching as the remaining windows shattered with another sonic boom. Omega Supreme was losing again.

As Ultra Magnus watched the impacted guardian's reeling fall his optics rested upon a mech on his knees on the lawn, hands held up to heaven. He was surrounded by objects that looked like fat humans with pointy hats. Ultra Magnus was nowhere near a door, so in Decepticon fashion, he made one.

"Tracks!" the large mech bellowed, kicking the articles of decor out of his way. "Let's get out of here." He did not move. "What's wrong?" Upon closer inspection Ultra Magnus realized that Tracks was forced into this position by vice grips, screws, nails, and some sticky compound that smelled abhorrent. He kneeled onto the lawn to look into the greenish-blue optics, the sky oddly quiet above him.

"Can you hear me?" he asked softly, blaster discarded next to him in the dew as he inspected the Constructicons' latest prank. The mouth he had seen smile so crookedly whenever he had a devious scheme was sealed shut with industrial duct tape. The optics were dark, lusterless. Ultra Magnus traced them with a finger, whispering some admission of too much pride and assuming all guilt regarding their situation into unhearing audioreceptors. His hands roved around the body as birds timidly emerged from their hiding places and tentatively chirped a few notes. When he encountered the severed cord he had been searching for Ultra Magnus reattached it and watched the optics glow with vain indignation.

"Mmmm-hmm-hmm-hm!" Tracks couldn't move or articulate. It made an interesting picture. Ultra Magnus swallowed a lascivious sneer by kissing the duct tape.

"You and I have a lot of catching up to do." The quiet around them finally inspired the large mech to glance above to see where the two Gladiators were fighting.

Devastator roared above them as he attacked Omega Supreme. He stopped short at the sight of Superion flying in for backup.

"All those gnomes!" Devastator moaned sorrowfully as he flew away, firing his blaster at the former hideout. The mobile Autobot tried to save his friend while ducking for cover.

"I have to get you out of here." Ultra Magnus pulled at Tracks, grass and topsoil tearing away from its original point, transforming with his prize on the top shelf of his trailer. "I don't know why I bother," he muttered snidely, still unable to tell a _hearing_ Tracks what he really felt. "You would have made a great statue. At least you would have been less of a problem." There was still a chance Devastator might change his mind and come after them.

A warm electric fuzz brushed him lightly where the contorted mech lay, gratefully blue as it told Ultra Magnus that Tracks was happy to see him. "You're welcome," the red, white and blue mech replied to his inert cargo. "And you can show me how sorry you are for losing my map later."

Devastator chased Omega Supreme down the road until Superion interceded.

* * *

Tracks underwent a great deal of humiliation at the Ark once he'd returned. Wheeljack carefully applied the last of the acetone to get rid of the Superglue. 

"You'll need a new paint job, but other than that, good as new!" the mechanic sang, lights on the sides of his head flashing. His audience broke into applause. Tracks hid his face from Bumblebee, Gears, Bluestreak, and the Lamborghini brothers as they taunted him.

"That's a good way to get out of a STICKY situation!"

"Don't beat around the BUSH!"

"There's no place like GNOME!"

He kept his optics covered. "Are they finished yet?"

Wheeljack laughed. "That was Gears and Bluestreak. Sideswipe and Sunstreaker are waiting for the lame ones to finish."

"Hey! That sticky situation one was GOOD!" Bumblebee protested. Tracks sighed, regretting his return already. His misery was just beginning as two red and yellow grins expanded maliciously to begin the verbal abuse.

* * *

The announcement of almost one-quarter of the Autobot team, lead by Ultra Magnus, who would be permanently residing at the Oregon construction site was made at 6:19 PM, MST, right after patrol shifts started up again from sabbatical. Tracks had been out in a security gig with Beachcomber to aid in a rally the President of the United States attended. When his shift was over it was past midnight, and the ark was quiet. The notice remained on a datapad in the commissary, giving anyone who had missed the general announcement some kind of hard copy. Tracks read the list twice before reality sank in. He was going. Ultra Magnus classified him as an alternate, which meant he would render aid with defense–alongside the Aerialbots-for six months and return to the desert base unless otherwise notified. 

This should not have been a surprise. Perhaps the miracle was that he had been on the list at all. Tracks did not have any type of construction experience, forcing him to conclude that Ultra Magnus had pulled some very long strings or made up some ingenious excuses to get him on the team. (Optimus Prime was not Tracks' friend in any way shape or form, either, thanks to the slanted accounts given by Ultra Magnus every time he hadn't liked what Tracks had done on Cybertron.) If he weren't so depleted of energy he might even be satisfied that there was a time limit. Instead he was tired.

Autobots passed by him, a couple nodding in acknowledgement and one even congratulating him for getting the best of both worlds.

"Thank you," he replied, spark sinking lower at the thought of someone ENVYING his position. "Have you seen Ultra Magnus?"

The mech, one of the newer bunch (some maroon colored sports car), frowned slightly.

"Not since he traded bunks," he replied. "Try Prime's office."

Tracks gave his appreciation and wandered over to Optimus Prime's area, only to discover that he didn't want to interrupt. Muted voices drifted through the thin orange door, difficult to discern but low enough to tempt Tracks' imagination to believe Magnus' presence lurked.

'_All I wanted to do was find him,'_ he thought. _"I found him. Case closed.'_ He stood by the door, waiting, until it occurred to him that this was the sort of ridiculous action Gears and Warpath enjoyed tormenting him over. They'd already passed by on their way to patrol to remind him of the 'Constructicon Incident'. He told himself, again, that all he wanted to do was be made aware of Magnus' location. Twenty minutes later he made himself leave and go to bed.

The chamber door opened to an almost empty room. On Gears' recharge plate Ultra Magnus' optics softly glowed in the dark, a perfect shade of luminous blue. Tracks tried not to smile.

"Not tonight, honey, I have a headache." The joke was lost on his audience as the optics flickered in confusion. "Never mind." He approached the larger mech, uncertain as to what to say. At his visitor's prompting Tracks climbed onto the lap of the sitting Ultra Magnus, resting his wings against the red and blue chestplate he'd once seen himself in. Large arms wrapped around him. The movement jostled Tracks enough to force him to lose his balance and impulsively press his hand against the wall.

"I'm sorry," Ultra Magnus murmured, nosepiece softly tracing the edge of the wing before him.

"You tried," Tracks replied, somehow thinking the recent loss of equilibrium was not the subject at hand. "Six months is better than nothing."

The arms tightened. "I fought to keep you with us longer, but Prime said he needed you in New York." Tracks nodded as the voice continued. "It was something I wanted to do for me," he rumbled, voice surprisingly tender, almost emotional. His head rested on the smaller mech's shoulder, antenna bending slightly from the pressure against his blue helmet hood.

"Now it's time to do something for _me_," Tracks replied, shifting his position to bend back as an energy field gently eased into his own and sensuously moved, creating ripples of warm bliss. A snow white hand encased the gray one on the wall, narrowly squashing the spider scurrying away as Ultra Magnus leaned in for a kiss.


	3. Macks

Deep in the Oregonian suburbs was a parcel of land specified for a state park...until the Decepticons trashed it. In the most creative negotiations Optimus Prime had undergone since the Shawn Burger incident, the park was STILL designated a park, but it would hold an Autobot stronghold to ensure worldwide defense. The beginning leg of construction consisted of Grapple and a crack team of builders, finishing only when the majority of the fortress had become viable. Then, it was off to Cybertron to build Moon 1, and coming soon, Moon 2.

The second wave of builders were not as skilled as the first; they were run by the reluctant Ultra Magnus, who had called the mechs he was most familiar with to render aid instead of a more stable team (according to Optimus Prime). On this team was a small blue Corvette who never had any idea of the contribution he made to this army.

Defense on the construction site of Autobot City easy job, Tracks being an alternate crew member for this ragtag team. Although the Decepticons had Buzzsaw closely watching them, and the occasional Stunticon attack (Superion dealt with that) the Autobot himself handled mundane assignments that barely merited processor exertion. Tracks' hardest task was avoiding the affectionate offense of Ultra Magnus.

The mech was IMPOSSIBLE. Tracks had the assiduous job of keeping the back doors and basements Decepticon-free, an assignment that was fairly _labor_-free, except that the one who gave him the chore hid in the shadows to tackle him when least expected.

"Don't you have an army to run or something?" Tracks demanded as he was again being tackled with ecstatic enthusiasm.

"Shut up, Tracks," grinned the giant mech, kissing his neck with the eagerness of a human child, and just as sloppily. His fingers groped at Tracks' wings eagerly.

"I have to-to-inspect this corner...my...commanding officer..." there was a pleasant blue glow interfering with his processing.

"Will understand," came the growl above him. "Shut up, Tracks."

In human pulp fiction there was always an interruption to save the protagonist from losing control, but Tracks didn't have that kind of luck. Ultra Magnus had him cawing in less than ten minutes. No one walked in on them, no radio signals called for help, no Decepticons shot at them from the shadows. Instead Tracks had to content himself with the eventual tiring of his friend's stamina, sometime between attack number 6 and 7. He crawled off of the Corvette and staggered upright, holding his hand out to help. Tracks gave a wavering smile. What to say?

Ultra Magnus was driving him crazy. He couldn't keep his hands off of Tracks in public. He was tackling him to the ground when Tracks was trying to work, having his way with him several times a day. Nights were short on recharge time. Affection was a nice thing after a drought, but Tracks felt like he was DROWNING. How did he tell his commanding officer that, especially when he looked so happy?

"I have (kiss) good news (kiss). Blaster will be here tomorrow (kiss)."

"Really?" conversations with Ultra Magnus were as stimulating as his job. His best friend Blaster had been fun to be with. He had been hoping the communications expert would be summoned here soon, or Tracks would either die of boredom or be pounded flat by his friend. "I'll finally have someone to talk to besides you and your twice-daily visits."

"Only twice! I'm sorry. I'll try harder." Did Tracks mention the strange sense of humor this mech seemed to have? Ultra Magnus kissed him good-bye and faded into the shadows without making a sound.

"He'll be back." Why did it give him a rush of anticipation thinking that?

* * *

Blaster arrived in an effort to re-establish the telecommunication ties that they had lost after Superion broke the communications tower in a fight with Bruticus. (Or that was how Tracks convinced Ultra Magnus.) He came in with Hot Rod and Springer while a major battle waged, music loud and attitudes brash. Tracks had been pinned down after trying to follow Ultra Magnus out, and saw his friend transform into blaster mode in time to disrupt the Decepticons' internal radio signals, forcing them to retreat.

"What took you so long?" the Corvette demanded of his old _old_ OLD partner in crime-fighting.

"We stopped for burgers in Reno," he replied, slapping the smaller blue mech on the shoulder, shaking his wing slightly. "What's up, man?"

"I'm stuck in the middle of nowhere and Raul sends me pictures online to show me what I'm missing at home. In between the boring routines I get shot at everyday. My backup had a BURGER craving. I'm great!" Perhaps he was giddier than usual to see his friend; after all, Blaster could be counted on for entertainment.

Sure enough, he was already planning some kind of Ping Pong tournament the minute he could teach the new guys how to play. This seemed tame to some, until they realized that the music-loving Autobot did not do anything laid-back. The ping pong ball was actually a basketball, and instead of hitting it in a game against another person there were teams and explosives, and in one terrifying session back in the ark days (but banned by Prime), there were Dinobots.

* * *

Ultra Magnus watched everyone try to kill each other from his vantage point on the higher part of the mountain. Kup surveyed the activity alongside him.

"Good way to let off steam," he commented, trying not to laugh at Slingshot and Hot Rod lunging for the ball at the same time and bashing their heads together, falling as the object of their desire rolled past them.

"Game, set match!" called Blaster, leaping in the air. He high-five'd everyone around him, laughter infectious. As the others got rowdy and a few called for another game before the sun set, Blaster played "We Are the Champions" and moonwalked over to his friend. Tracks and he smacked each other on the rear end and chased the others around to do the same, laughing like a group of drunken football players at those who fled.

Ultra Magnus nodded quietly in response to Kup's earlier observation. "Seems like some have more steam than others," he responded, face turning down at the sight of Tracks and Blaster collapsing on top of Hot Rod to get him to surrender the ball.

* * *

Autobots and rumors and go together like bees and honey. The inordinate amount of time the communications expert and the somewhat superfluous security officer spent together had not escaped their notice. Tracks and Blaster were constantly attached at the arm, either finding ways to have fun or accompanying each other during their shifts, talking a mile a minute in some earth-jargon, laughing at inappropriate times. The question of what Ultra Magnus would do in response hung in the air, unanswered due to the fact that Optimus Prime had trained his student well: no domestic squabbles need distract him from more pertinent subjects. (Like all sentient beings, Optimus Prime was completely unaware of his own hypocrisies.) He assumed the activities of Tracks merited no attention, while every Autobot speculated _when_ would their leader tire of this flaunting disregard for his friend's feelings and _do_ something about it for Primus' sake.

This changed the day he was creeping along the corridors of the basement in his stealthy way to get a piece of Tracks he had sorely missed after a long week of deprivation. He eased his way around some of the noisy traps along the floor, trying not to snicker to himself. Usually Tracks got his revenge for these attacks by keeping the carrier awake all night, even when he was tired, but lately Ultra Magnus had been offline alone, finally catching up on his sleep. Tracks needed to be reminded why his friend should be a little more exhausted and a little less alert. His hopes were dashed at the sight of another Autobot there. So much for some time together.

"Man, this place gives me the creeps!" Blaster shuddered at the dankness of the basement as Tracks completed his circuit. Their flashlight did nothing to illuminate the lack of visibility. "You lookin' for the next Halloween party hot spot?"

"No," snorted Tracks, noticing the slightest flash of red white and blue flicker in his peripheral vision as Ultra Magnus ran away. He smiled to himself. "I get the weird assignments a lot, but at least it's not floor-washing duty. It happens when you know the right Autobot."

Blaster focused his blue optics on his shorter accomplice incredulously. "I heard the word. Are you for real, T? With HIM? What's so great about Ultra Maggie The Boring?"

They laughed over that gamely, but for the first time in awhile the Corvette looked sheepish. "A few things." He looked up at a disgusted Blaster. "Don't be like that! He has his good points!"

"I can't diss your taste in mechs...so if you say so, Tracks," Blaster said in a soft drawl reminiscent of a sleepy summer night or two in the City; but this was not an issue, it was ancient history. He kept his voice teasing, although the jocularity did not show in his face. Tracks swallowed the fearful panic of one whose friend did not support a topic he desperately needed approval of. He tried to sound silly, too, not really knowing what he said.

"He doesn't have your taste in music, but...hey, sometimes a 'bot gets desperate!"

He received an over-the shoulder glare for that. "Man, that's what Gears is for."

Tracks watched Blaster wander away. "I'll take someone who _hasn't_ done everyone but Red Alert, thank you."

"At least Gears knows what the outside of his office looks like!" Blaster was racing ahead to chase away the shadows.

"Gears' office has a recharge plate in it!" Tracks replied, to no one in particular. The silence reminded him that he hadn't been pounced on lately. Ultra Magnus must be scared off by Tracks' newest accompaniment. Perhaps that was a good thing. Tracks wasn't very fond of his associate's friends anymore than Ultra Magnus was of Tracks'. They really didn't like most of the aspects of the other's life. With this thought came an even more disturbing question, one that Tracks quickly smothered as he hurried to catch up with Blaster and the flashlight.

* * *

Ultra Magnus sat at his desk and recalled the soft-spoken growl of his Prime on a day when a verbal pat on the back eased his pain across time and space. He had bent his head as he came as close to sobbing as possible over Teletraan-1's screen, begging for some kind of solution to relax the psychological hold Tracks had on him. Prime reminded him of the lack of Autobots on earth.

"Leave Tracks to me, Magnus." Only Prime got away with calling him that. "I can handle this domestic difficulty."

He had made it seem so...petty. As though this attachment were insignificant. _Everyone_ made it seem like that. Kup's dismissal of Tracks, Hot Rod's light teasing, the snickers behind everyone's hands...and the nagging misery of seeing Blaster having more fun with Tracks than Ultra Magnus ever could. The honeymoon seemed to be over for them, which was ridiculous since they'd just started a real relationship after nineteen years of tormenting each other. Ultra Magnus blamed the proximity in which they functioned, allowing both mechs to see the other without the air of mystery and excitement that had once been there.

'_I guess I'm just too boring,'_ he thought, trying to accept it as fact.

In the hallway, within earshot of everyone, Blaster and Tracks' laughter rang out as they mocked some unknown subject.

* * *

Blaster and Tracks were again making the basement circuit the next morning when Blaster reached over to grab his hand.

"What's the rush?" he purred sweetly, playfully squishing Tracks' fingers.

"I have to finish this inspection before noon, or Ultra Magnus will give me oil-change duty for the next month." Tracks jerked his hand away, punching the datapad in front of him in agitation.

"Maggie won't miss you for a couple of minutes. C'mere, I gotta surprise for ya." He dragged Tracks into a darker corner to show him a cleared area and strategically-placed disco ball. Tracks pressed 'play' on his shoulder the same time lights flashed.

"_When_ did you get the time to do this?" Tracks wondered aloud as "Sandstorm" thundered its beat into his audios. Blaster ignored him, breaking into a dance that was more gymnastics than movement.

"Don't just stand there, bust a move!" he called.

* * *

The visit should have been a surprise, but it was not. The leader of the small band of Autobots postponed his inquisition of the captive Frenzy as Optimus Prime's convoy rolled into the city for an unanticipated inspection.

Ultra Magnus walked over to salute his Prime. "Welcome, Optimus."

"Greetings, Ultra Magnus." They made small pleasantries as the Autobot leader and his two travelling companions made their way into the main room. "I see I have been preceded," Optimus Prime commented, gesturing to the scowling Decepticon wryly. "What has he revealed?"

"Nothin'!" hollered the black and red tape. "Just like yer processor!" Jerking out of Wheeljack and Blurr's grip, he flew into the air and escaped in less than five minutes, crashing through the ceiling and shooting barbs as fast as they fired their guns at him. He was gone after bragging about how much Megatron would appreciate the information he'd gleaned. Optimus demanded a full report.

"He hasn't told us how he got in, other than reminding us how bad our taste in music is...Kup, where is Blaster?" Inspiration hit him mid-report. '_Oh no.'_

"He's following Tracks around on patrol, as usual." Ultra Magnus had been afraid of that. He commissioned Wheeljack and Blurr to go get them and turned back to Optimus Prime, who's blue and gray optics danced while he ostensibly talked with Prowl in a side-conversation. Not a good sign from the one who had warned him that Tracks would be trouble, no matter where he went, and that keeping him around was a bad idea. Although he wouldn't verbally assert it, Optimus Prime loved seeing Ultra Magnus squirm over the multitude of faux pas Tracks committed. He needed to be distracted. "We can start with a tour, if you're feeling up to it," Ultra Magnus began diplomatically.

"We should recharge first," murmured Prowl next to Optimus.

"Affirmative. The tour can wait, if that is acceptable to you." Prime's voice had the slightest undercurrent of sarcasm. Instead of reacting, Ultra Magnus accepted their proposal and lead them to the commissary for energon beverages. After a few uncomfortable silences peppered with meaningless dialogue Wheeljack paged the city leader to report that the two had been breakdancing in the basement, instead of being on patrol to catch the spy who had walked past them less than twenty minutes earlier.

"Put them on janitorial duty until I'm ready to talk to them myself!" he snapped.

"Bring them here," commanded another behind him. If Optimus got involved, it was going to be painful. Ultra Magnus had no choice, though: he _was_ Prime.

"No, wait, bring them here."

"Sure. Wheeljack out."

He did NOT want to turn around. Optimus Prime stood behind him, patiently waiting for the bomb to drop. The smirk could be felt boring through the mask, searing into Magnus' head.

"Tracks was away from his post, with Blaster," came in the assuming purr of the Autobot strategist Prowl. "That does not seem like a useful combination to assign together." Ultra Magnus nodded, mentally counting to ten before he met optics with the two.

"He will be reprimanded accordingly, as well as Blaster."

"Prowl is right. What _is_ he doing with Tracks? Was this HIS suggestion?" Prime demanded, once again getting to the heart of the issue without trying. '_One of his more irritating traits.'_

"They're friends," came the melancholy response. The two walked in at that moment, laughter dying on their vocalizers once they saw who was there.

* * *

They had been getting down to "Smack My Bitch Up" when Wheeljack tapped Blaster on the shoulder to get him to stop the tape. They were in _trouble_. Upstairs, on the double.

"This is gonna cost you WEEKS of I'm-sorry-honey sex, T," Blaster grunted low enough for only Tracks to hear. Not that Wheeljack was familiar enough with human slang to decipher their lingo.

Tracks would have blushed if he were able. "Do I look like Raul, Blaster? It's not like that." Raul couldn't keep a girlfriend around past the second argument, explaining to the bewildered Autobots that carnal knowledge only extended so far before real congruity had to kick in, a facet he didn't desire achieving. Chicks were crazy, he explained, and it took a lot to get one to give it up. He felt no shame in airing these philosophies, having no idea Autobots had intimate relationships. Neither were about to enlighten him.

"C'mon, T! All anybody talks about around here is who's knockin' boots. And you and Maggie are second on the list of glompin' jokes."

"Great." He KNEW someone would see them eventually. They rounded the corner to the commissary doorway for which Wheeljack and Blurr stood sentry, a hint that they may have picked up on if they were paying attention. Something his friend alluded to caused him to ask who the first pair was on the list of jokes.

"OP and Megs."

They'd barely released their contemptuous guffaws when said leader lifted his masked face in salutation, gray and blue optics clearly flashing in annoyance at the overheard gag.

* * *

No personal leaves allowed, curfew when they COULD go out, and janitorial duty for two weeks, thanks to the wrath of Optimus Prime from their insult, which meant the gentler punishment from Ultra Magnus would have been superceded even though he DIDN'T get a word in edgewise. Tracks sighed as he continued his unaided scrubbing of the commissary floor, a triple insult. It was not only messy soapy work: for awhile there was audience of Prowl, Ultra Magnus, and Prime while he toiled; and the lack of entertainment now that Blaster was assigned washing the basement floor for every moment of spare time he had, seeing as how much he enjoyed being there instead of at his own post.

As Tracks manually buffed the floor he listened to the strained discussion at the table, mostly Prowl trying to navigate the treacherous waters of a resentful Ultra Magnus and Optimus Prime's exaltations of commander superiority. Tracks gave Ultra Magnus his patented 'get me out of this' expression, a face that brought him whatever he wanted (it was how he got Blaster summoned the site before Prime thought him necessary). Unfortunately, Optimus Prime saw it too, adding nothing to his feelings towards the blue mech and adding plenty to the aura of acrimony in the room. When their tolerance level was satiated a tour commenced, leaving the Corvette at the mercy of anyone who came in to witness his complete humiliation.

"Whoooo! I heard about it, but I had NO idea!" Powerglide swooped in to savor his rival's degredation. "Prime looks like he's got smoke coming out of his antenna. What'd you do?"

"Told him he'd look better all one color. Green is nice, right?" Tracks resisted the urge to trip the glider as he left dirty footprints where Tracks just finished wiping.

"Primus, it's TRUE!" Sideswipe grinned above him, thrilled at a small pleasure coming out of this boring outpost and it's lack of activity. Once he'd arrived with Optimus he prepared for a monotonous assignment, but now that he heard all of the goings-on here, he felt a little better. "All that time looking around corners to avoid Ultra Magnus and the one time you didn't..." Powerglide laughed with him.

"Out of my way. I have to do the hall before nightfall."

"Right, after which you report to 'you know who' for a spanking, you bad bot." Gears joined the other two in their conversation.

"Who? Prime?" Tracks joked wearily. They cracked up, but not over his joke. Ultra Magnus and his guests had chosen that exact moment to stroll in to note Tracks' progress. At Ultra Magnus' scowl Tracks' tormenters scattered. Optimus Prime ignored everything, claiming he had to discuss defense with Silverbolt and would leave the final analysis in Prowl's capable hands.

"There is some anxiety concerning the rate of construction," Prowl began, carefully stepping around Tracks' 'Wet Floor' sign to join the table Ultra Magnus was sitting at, leaving the places behind him spotless. "Grapple had Tower Four complete in three weeks while you have been struggling with Tower Five for a month and a half."

The large mech looked down at his hands folded in front of him, nodding unhappily. "I understand." Tracks looked up, dismayed. Ultra Magnus was NOT supposed to take this complacently, not when they had been under more Decepticon fire than Grapple had, not when half of his force was a second-string compilation of Autobots who weren't needed to create Moon 1. Yet there he was, nodding to assault after assault of his leadership abilities. His friend may not convey the 'get me out of this' expression, but Tracks saw it all the same. Or maybe he didn't; the Corvette was never sure with Ultra Magnus.

"The example today of your defense squad's failure to notice an obvious Decepticon had us again questioning your choice in personnel."

"Obvious?" Tracks threw the sponge back into the bucket as he stood up indignantly. "Since _when_ have Soundwave's tapes been classified as OBVIOUS!" He walked over to stare down the taller Prowl, who was seated. "_How many times_ have we been spied on by one of those squirts? _Does this mean_ you've noticed Laserbeak and never said anything, even when the secrecy of the plan was important? How can you say-"

"Tracks!" Ultra Magnus stood up and placed a heavy hand on his diminutive associate's shoulder. He did not yell, but he was close. Prowl's watchful expression never changed. "You are excused. You can continue your punishment tomorrow."

Tracks turned to his team leader, optics worried and tone conspiratorial. "Don't let him say this stuff to you!" He glanced at Prowl, raising his voice in volume but not tone to show that his agitation was in check. "You're doing a great job and you know it."

"As do Prime and I," Prowl interloped smoothly. "These are concerns, not criticisms. We are pleased with the results we have seen today, but as with every project, basic suggestions of potential oversights must be discussed." Not completely placated, Tracks continued to glare at Prowl. "Perhaps you would prefer to read the unclassified version yourself?"

"Go," ordered Ultra Magnus.

Tracks realized he would get nowhere with Prowl; the strategist was a much smarter mech than he, and his reaction had been more emotional than anything else anyway. There had been no 'get me out of this.' Why was his friend so difficult to figure out? Mumbling something incoherent, he excused himself to go recharge, not looking at either as he left.

Ultra Magnus watched him go, pride glowing in his large optics in spite of the embarrassing scene before him. Tracks was not afraid to take on anyone who might hurt his friend, not Prowl, not Megatron...even mired in soapy water he got himself into even more trouble for Ultra Magnus. Tonight was going to be another sleepless night for both of them, just watch.

Prowl didn't get it. Not because it was illogical, but because it was disgusting. The greatest warrior of his time, Ultra Magnus was owned by NO mech. Watching him turn himself into a simpering romantic was scary. The report was finished without any more incident, except that Ultra Magnus looked as though he were a million miles away.

* * *

Blaster handed Tracks a container of spiked energon purchased from Sideswipe as he leaned against the basement wall. "What a freakin' CRAZY day!" the red mech sighed, taking a drink. He clicked on his tape player to start a light R&B background tune as he and Tracks relived the moment everything went ballistic, except for the silently sulking Ultra Magnus while Prime yelled at them. He didn't speak up for them once. In Blaster's book this made him 'One of Them.' "No offense T, but if your mech and Prowl had a diamond-making contest Maggie'd be off the hook!"

Blaster didn't dodge the fist completely. It missed him, stopping the tape instead of denting his face. He hit back ("Watch the nose!") and a short scuffle ensued, stopping when the container of energon nearly tipped over. It was saved, thanks to Blaster's quick thinking. To settle the disagreement the tape player and the Corvette traded barbs that began with 'your creater' had 'is so fat' and ended 'when he had to haul tailpipe he made two trips.' They did not have the repertoire Raul had for these insults, making them more of a collection of inside jokes than real affronts. It ended with them leaning against the wall and deriding their fellow Autobots instead.

"Man, you are nuts." Blaster sighed contentedly. He had been the only one upset that Tracks was leaving the Ark for Nowhereland. "Like Mr. Stick Up His Tailpipe While Kissing Prime's."

"If Prowl were a human, he'd be that fidgety white guy in the Honda sedan who wants me to let him pass on the right." Tracks paused for the hoots to die down. "An accountant."

"Working for Jazz, the Afroed club owner!" Blaster returned gleefully. It was an old joke. What they would look like if they were the inhabitants of this planet...

"While Prime and Megatron, who look a lot like those snarky old guys on 'The Muppet Show,' try to hit on chicks half their age-"

They finished together. "-with twice their teeth!" They bent over in mirth more pronounced than usual thanks to the energon. Their shouts echoed throughout the basement's dark corners, bouncing around like the ping pong ball they had played with a few days before. They were so engrossed with their quips that Tracks jumped slightly at the sight of Ultra Magnus silently looming over them. He sat up straight and used his most charming voice.

"Hello," he greeted his leader, offering the bottle of energon while Blaster continued howling in drunken glee. "We're still mad at you, but if you're nice I'll let you sit next to me."

Ultra Magnus snorted. "I talked to Prime. You've been forgiven, except that you still have to apologize for letting Frenzy walk by you."

Tracks was glad no one could see him smirk, thanks to Blaster, Guardian of the Flashlight. "Sounds fine." An insincere apology was not a bad punishment, not after scrubbing floors all afternoon. The 'get me out of this' face worked every time. Too bad the carrier never knew when to use it himself. "I knew I could count on you."

He produced a low chuckle, most likely framed by that stupid grin of his. Ultra Magnus took the bottle and gulped for a moment before returning it, regarding the doubled-over Blaster cautiously. "What's wrong with him?"

"We were talking about what we would look like if we were turned into humans," Tracks explained. Ultra Magnus made a noise of disgust, sounding a lot like a grunt. "We thought you would make a handsome drill sergeant."

After being updated on their new amnesty Blaster shook his head and whistled. It took a lot of nerve to do that, no matter who you were. Prime could hold a grudge for any imagined slight, and questioning his judgement was up there with public in-fighting. "Cop a squat," he commanded, patting the ground in front of them: his ultimate symbol of acceptance. He watched Ultra Magnus uneasily settle down on the other side of Tracks, still not comfortable around with the two. He shined the light on the face of the newest member of their clique. "What do you think Tracks would be?"

There was a moment in which Blaster was not sure he would get a response. After a pause, Ultra Magnus issued his edict: "He'd look like Fat Bastard."

Blaster rolled on the ground, laugh higher-pitched as Tracks shook his head regretfully. "I'm _dead sexy,_" he declared in a Scottish accent. This blew the tape player away.

"When did you see that movie?" he asked, amazed.

Ultra Magnus chortled, more relaxed now that the ice had broken. He was relieved he'd been forgiven for letting Optimus punish them. "We saw it at the drive-in."

"Hold up, wait a minute!" This was too strange for Blaster to comprehend. He waved the light at both of them in disbelief. "You guys go out on _dates_?" He looked at the team leader with a bit more respect. "Since when?"

"Not lately. My work has piled up, so we haven't gone out since that day we all went to the beach."

"I must be trippin'," he declared, shaking his head. Optimus Prime almost never took a break, yet _this_ leader was organizing company picnics. Ultra Magnus admitted he hadn't been that enthusiastic about leisure time on earth until Tracks talked him into it. Once he'd seen how much divertissement he could have on this planet, there had been a lot more moments of organized fun. "What else did you do?"

The two shrugged their shoulders, talking at the same time. "Drove around, did a charity race, that outdoor concert."

"Johnny Cash. Remember that time we did a bowling tournament?" Tracks asked, swaying slightly from the energon. He'd had enough of a head start to begin showing its effects.

"I liked the paintball game."

Tracks waved his hand, sloshing his beverage. "My body armor didn't! I still have scratches from that!"

Blaster was intrigued. After asking a lot of questions a light bulb went off in his processor and Blaster had a great idea. He wanted to organize a game immediately, while they still had some sharp-shooters to recruit. Ultra Magnus, taking Tracks' hand to help him up, gave Blaster unnecessary encouragement, volunteering to ask Optimus Prime for him.

"Cool!" Blaster followed them upstairs, bidding them goodnight a few floors below their destination. "You're not a bad egg, Magnus."

"_Ultra_ Magnus," slurred Tracks, staggering behind the large blue mech. "He's only Magnus when he's naked."

"Let's go, Tracks," ordered a mortified Ultra Magnus, patting the small blue mech on the back as he lead him to the third floor (residence: auxiliary soldiers). Tracks fell up the stairs. Blaster laughed and left them for the second floor (permanent residence: soldiers).

"Howja find me, anyway?" he demanded, more energon flooding his processor.

"You weren't where you usually were at night, so I followed a hunch."

That meant he sat at his desk until the loneliness overtook him and he went in search of his Corvette. Tracks giggled, amusement catching him and causing him to twirl too fast and end up landing on the floor, face up. The ceiling spun. Ultra Magnus' disapproving face rattled above him at a forty-five degree angle.

"Come and get me, tall blue and gorgeous," Tracks gargled, barely coherent. His friend scowled in revulsion. "Not in the mood anymore, huh?" He felt strong arms scoop him up and carry him to a small recharge bed and leave him there. "Where are you going?"

"To recharge." Although he had been here a couple of times, Tracks had not recognized his own room. His roommate, Hot Rod, who was almost never there either, looked up from cuddling with Arcee, startled to see an Autobot he hadn't expected. Both nodded uneasily to the other and settled back down.

True to form, no noble Autobot worth his energon would take advantage of an incapacitated comrade, no matter how many times he'd been told it was okay. Ultra Magnus was gone, leaving Tracks alone and...horny. If only he could get up this itch could be scratched. What was Gears up to? No, forget that. It was Ultra Magnus or nothing.

He didn't know how, but sometime between their awkward reunion and now, as he lay alone on his recharge plate, Tracks had gotten accustomed to having the large mech around. As he heard Hot Rod and Arcee urgently whisper to each other, debating whether or not to leave, ignore him, or try to kick him out Tracks wondered if Ultra Magnus felt the same way. Was he pondering what to do with Tracks? He didn't really show it. Granted, he did favors for him but you'd do that for anyone who you wanted to glomp? Where they stood, and what would happen after his six-month term was up and he had to go back to Prime, Tracks didn't know. They were in some kind of limbo, making it difficult to give any kind of emotion without fearing the consequences...

He wasn't aware he was offline until there was a knock at the door signaling Blaster was ready to get the paintball party going.

* * *

Sideswipe. Powerglide. Warpath. Kup. Ultra Magnus. Blaster. Tracks. Trailbreaker. Prowl officiating. Heavy-hitting Autobots holstered their paintball guns to hear the rules before team leaders Blaster and Trailbreaker picked who they wanted. The black mech won the coin toss.

"Kup."

"Ultra Magnus." Tracks grinned. Blaster was using strategy. Good.

"Sideswipe."

"Tracks."

"Warpath."

"C'mon down, Powerglide." Blaster waved his arm as Prowl declared he would shoot a flare to signal the start of the game. The two teams scrambled up the mountain: Trailbreaker's team with neon yellow paint and Blaster's with neon green.

"Okay team," whispered their captain, "They may have brawn, but we got the touch."

"That movie SUCKED," reminded Powerglide, "And Brawn's on Moon 1."

The tape player whapped the glider upside the head, lightly but with purpose. "Man, _this_ is why you're picked last. Shut the slag up and let me finish. T, Maggie, take the back of the ravine. P, climb a tree and wait for one of those turkeys to either come charging in or shooting me. I'll be the distraction." He eased his way farther up the mountain, closer to another end of the gulch Tracks and Ultra Magnus would be hiding in, and put his tape player on level four. Jay-Z rapped in a moderate-level echo, loud enough to be heard but soft enough to suggest Blaster was trying to get away with playing music while he fought.

* * *

They were stalking along the edges of a gorge together, paintball guns in hand. Actually, Ultra Magnus stalked. Tracks meandered after him, trying not to laugh out loud at the sight of a giant Autobot playing G.I. Joe as he crawled in the underbrush with his head low. For all of his attempts to suppress his amusement he was shh-ed.

"Why don't you tell me to shut up?" demanded the Corvette sulkily. "You sound _ridiculous_ making that shushing noise."

Ultra Magnus lay on his stomach under a conglomeration of bushes that stood twenty feet tall. His paintball gun was propped upright on its tripod base in case any of the birds had acetone grenades.

"Why would I say that?" he asked, perplexed, face scanning the area in front of him. "We're not doing...you know."

"Doing what?" Tracks inquired, confused until he saw the crooked curl of Ultra Magnus' smile when he turned his head to glance at the Corvette. Something stirred inside of his spark, causing his knees to buckle. '_Primus! He can do that from fifty meters?_' Tracks thought helplessly, struggling to keep upright. How could a mere smile turn him on like that? Tracks was annoyed at both his lack of self-control and the power one mech had over him.

Ultra Magnus said nothing, keeping his smirk until the sound of rap caught his attention. The carrier rolled away and crawled to the next clump of vegetation while Tracks had another revelation. "So you telling me to shut up is your idea of talking _dirty_? That's stupid!"

"Can we play the game and talk about this later?" the large mech hissed. "Besides, you aren't the only one with irritating habits. You started calling me Maggie again, even though I asked you nicely to stop." Ultra Magnus was sure Blaster had something to do with that.

"Right. You hate that." Mr. Soldier wanted a tough-guy name to go with his tough-guy glomping. Well, he could do his tough-guy paintball game without Tracks. The 'Vette sat down on the edge of the ravine and leaned against one of the giant trees, waiting to be noticed missing.

The stirring came up again as Ultra Magnus picked Tracks up and set him before the carrier face first, suggesting that Tracks go to the other side of the ravine and see what was going on. "I'll cover you," he promised, wrapping his fingers around his friend's face and looking into his optics enticingly.

Tracks' spark twisted, flooding his circuits with a warmth that was making him feel weak. "Why not?" he mumbled, waving his arms in a feeble attempt to get Ultra Magnus to stop doing that, or at least let him go. Ultra Magnus let go. "It's not like I have anything better to do." The warmth tripled, hard enough to knock him to the ground. He was on his back, scraping dirt with his fingers, trying to block the energy assault as someone lowered himself on top and kissed his forehead. Ultra Magnus knew how to dissipate a temper tantrum, that was for sure.

"We have time for a quick distraction," Tracks heard him say. It was hard to make out anything when large blue optics smothered his vision. It was hard to process anything discernable when his whole body was going into sensory overload.

"That's all you're good for," Tracks retorted, trying to gain the upper hand at _something_ in this situation.

Something in his optics flickered dark for a moment, then blazed brightly as he moved in. "Shut up, Tracks."

* * *

It had been close to half an hour before the enemy gave away its position.

"WHAM! I hear BOOM! Blaster playing, Obi-won!"

"Chewbacca, shut it! Where's Yoda? Behind us?"

"I'm right here, kid. Are you sure they can't hear us?"

"If he didn't hear the Wookie, and I'm not getting a whistle from Han, then I guess not." The morons were all in the same place! This would be easier than Blaster thought. Powerglide aimed his rifle towards where Kup's voice had been heard.

"Look out!"

Thud thud thud thud thud. Blaster jumped over to witness Tracks being ruthlessly pelted by an overzealous Trailbreaker. Ultra Magnus was nowhere to be seen.

"Hey! Knock it off!" Blaster ran down the hill and got Trailbreaker and Warpath while Powerglide was hit by Sideswipe. Kup popped up from a bush and hit them both. Prowl came out of nowhere, supporting a limping Ultra Magnus.

"I fell down the mountain," he explained, gesturing to his bent leg. All was forgotten when he saw the figure below him. "Tracks! Are you OK?" The blue mech was coated with bright neon yellow paint. He slowly uncovered his face and groaned at the sight. Ultra Magnus pulled away from Prowl and scooped his friend up. "Ouch," he cooed sympathetically.

"Those things _hurt!_" exclaimed his passenger. "Now I'll have dents, and the paint NEVER comes off completely! I hate this game!"

"Ya want some cheese with your whine?" demanded Powerglide, unable to stomach this scene. He caught Ultra Magnus' glare and backed away uneasily, searching for reassurance in the other's optics and finding none. All scowled, for different reasons. Tracks was furious that Trailbreaker felt the need to coat him when one or two shots would suffice. Powerglide resented the way Tracks had, once again, made the situation all about him, even when Ultra Magnus was the one who had been hurt. Ultra Magnus was livid that Powerglide thought he was funny. Prowl, more than willing to break the uneasy silence, declared Trailbreaker's team victorious. He had received requests from other Autobots who had just come off of patrol; could they join them?

"Go ahead. We're heading back." There came that goofy grin as he cuddled his friend protectively. Tracks folded his wings in to get closer and leaned against Ultra Magnus' chest. "I'll give you a car wash."

"UGH!" came the response behind him. Blaster shook his head and began taunting Trailbreaker's team.

"Which one of you picked Chewbacca?"

* * *

Hot Rod and Springer crouched in the underbrush as Sideswipe crept by them. He KNEW the Lamborghini knew they were there, but he wouldn't let on that he knew he knew they knew. Sideswipe was famous at war games for having a keen scanner but a strange sense of amusement. The two leapt out to get him at the same moment Gears shot at them from behind the trees.

"Augh! Stop!"

* * *

Tracks yanked himself away from the hard buffing he was no longer inclined to endure as the chemical shower pelted him. Paint swirled off of his body, oozing down the drain with the faster chemicals keeping its momentum. Above the paint were two large blue feet, attached to an unapologetic Ultra Magnus.

"Stop!" Tracks demanded, holding his gray hands up to block the large white ones coming after him. "You're making it worse!"

"You are not going to get those scratches out with a light rubdown," the carrier growled, finding a way around the protesting palms. "Take what's coming to you or take your own shower."

* * *

"You have to be kidding me! You WIMPS!" Sideswipe looked down at the two angry paintball losers as Prowl ruled that Gears had fired first. They glared back, grumbling about the lack of fairness in this game. Sideswipe grinned in smug satisfaction as he dove for cover from Blaster's retaliatory firing.

"I love this game!" he crowed.

* * *

"So do I," replied Ultra Magnus as his hand glided around the Corvette's hood. "You look fantastic."

He had won over the resistance Tracks had put up and smoothed the scratches and dents from Trailbreaker's attack. His whole chassis gleamed like satin. Ultra Magnus' spark glowed possessively as his optics took in the beauty that was Tracks. Maybe now that Tracks was getting some affection the way HE liked it he would be easier to get along with. So far they'd done nothing all day but fight.

"Wow..." he whispered softly, energy field glowing. "You look good from EVERY angle."

No response.

"I know I tell you to stop talking a lot, but...you can respond to _that_." His fingers traced the Autobot symbol on Tracks' roof. Still no response. "Tracks?"

"Snore..."

He had fallen offline.

* * *

"OUCH!" Blaster had, FINALLY, surrendered to the pelting of paintballs from Team Trailbreaker. Prowl raised his arms and called them off, helping the red mech up.

"We need music and energon, stat!" Sideswipe called, leading the victory parade down the mountain to Autobot City, where a scowling Ultra Magnus stood outside the stronghold waiting with Optimus Prime.

"Prowl, we have an incoming message from Megatron. Follow Ultra Magnus." Their leader watched them go and turned to Kup.

"Are you noticing what occurs on this base?" Optimus demanded, referring to Ultra Magnus and his companion. The mech had a frown on his face and continued to limp from his still-unrepaired leg injury. He reeked of Cybertronian polish, a smell that repulsed anyone who knew why he bore that olfactory trademark. "Kup, come with me." They walked inside while behind them Blaster cranked Snoop Dogg and lured Autobots to dance. The old-timer followed Optimus Prime down the hall, reporting the strange behavior of his leader witnessed over these past few months.

"Has he neglected his duties?" Optimus Prime wanted to hear Kup's opinion but was having a tough time eliciting any editorials. Kup knew when to stick to the facts and when to tell a good story.

"No, he does his job. Don't get me wrong. He's just-" Kup didn't finish. The message from Megatron was playing in the next room, showing their old nemesis declaring that the ark was surrounded, and that Optimus Prime had twenty minutes to get back over there before the Decepticons began blasting. Perceptor rewound it again.

"He won't get far. Sky Spy and Cosmos have reported the locations of all of Megatron's gestalts, none of which are anywhere near us," reported Prowl. "OR the ark. He's bluffing."

"Leading to the more important question: what does he anticipate me to do in response to his threat?" Optimus glanced at a nodding Prowl.

"The most logical conclusion is that he plans a more serious course of action while you are in transit," Prowl explained, pointing to the most likely position where the Autobots would be vulnerable on Teletraan's map. "Excuse me, Perceptor. I suggest you radio Omega Supreme to be on call to protect the ark and assemble the Aerialbots for defense of the construction site."

"Radio Tracks, too," ordered Ultra Magnus. "His nap should be over by now."

"His nap." Optimus Prime stared incredulously at his friend, unable to transmit his disapproval strong enough to be felt. The mech had already gotten into enough trouble for neglecting his guard duty, and his orders had been either paintball or work, nothing else. (Paintball had been a magnanimous gesture as it stood in Prime's optics.) Someone had given him clearance to goof off, and Optimus Prime had a good idea who it was. The large mech ignored his glare, preferring to be in some other world instead of realizing they were at WAR, not some Cybertron Academy dorm romance or something...inspiration hit him at that exact moment. "Yes, we should wake him up. Ultra Magnus, get a convoy assembled. We have to convince Megatron that help is on the way."

"You are using them as bait?" Perceptor asked, finally thinking of something to say after hovering over them the whole time, adding nothing.

"Capable soldiers who can get out of any situation are not bait," Ultra Magnus snapped, pulling his blaster out of subspace. "We're a moving trap." He had no patience for the scientist, especially when he was dangerously close to the truth.

"Affirmative," Prime chimed in. "I am sending the best. Get the remaining paintball players for your volunteers._ I'll go wake up Tracks_." He left before they could argue.

* * *

"You are to depart immediately." Optimus Prime regretted coming over here to harass this mech. He had hoped to resurrect some fear into Tracks of a very real threat (Optimus) as well as some guilt in how inappropriate it was for him to be in a commanding officer's quarters (these were supposed to be PRIME's someday! Ew!), as well as being asleep on duty after narrowly missing a severe punishment; to no avail. Tracks answered his pointed hints with supercilious commentary, further incensing the Autobot leader. He was GLAD Tracks was going out there. Maybe a real beating would wake him up from the flippant attitude he had.

"Leave, or witness what I do to mechs who will not shut up."

"I see," countered Tracks, saluting with his gun out of habit but not out of respect. "When you explain it that way you sound just like Ultra Magnus, except without the tact."

This caused Optimus to finally lose his temper.

"You are forgetting your place, SOLDIER." He had only physically attacked Tracks once before, and was not afraid to do it again, but fortunately the smaller Autobot realized what was about to occur and backed down. "I gave an ORDER. Your response is, 'yes sir'!"

"Yes, sir!" Tracks responded. He was no fool.

"Go report to your team leader." Optimus Prime gave him a moment to leave and radioed back for Kup to accompany Ultra Magnus' team for observational purposes. Once he found the weak spot with those two that didn't involve him fighting his best friend head-on, he could finally split them up and get back the faithful soldier he needed for his army. Tracks had to go.

* * *

Down the California highway they soared, riding on Ultra Magnus: Hot Rod, Kup, Trailbreaker, Tracks, and Sideswipe. No one said anything worth repeating, merely making small talk as the miles rolled under them, most of them utilizing their transportation situation to catch up on any time offline they'd missed. All except Tracks, who was wide-awake, ready for action, apparently eager to see what he could get away with. Ultra Magnus felt a soft warm energy field caressing him from the top front spot on his trailer; cascading into the back of his cab and distracting him beyond all reasonable processing. Tracks had a rotten sense of timing. Where was this when they had a room all to themselves and a great deal of time to enjoy it?

There were two ways to react to this...and Ultra Magnus took the more responsible one. He commanded Tracks to get out of the rig and scout ahead. Once he departed the Autobots, who had woken up when their soothing ride had pulled over to let one of them out, began an earnest conversation.

"Ultra Magnus?" Hot Rod, never one for subtlety or sensitivity (although he was trying), discreetly called. When he heard a reply, he continued through with his thought, despite Kup telling him to wait for a better moment. "Did you bond with him?"

His mentor was taken aback. "No. He- he bonded with his brothers a long time ago." His friends talking about his relationship with Tracks was nothing new. The tone of concern in Hot Rod's voice over an imagined danger was, however, disconcerting. How many of them worried over this, and why? It's not like there weren't other things to ponder in Autobot City. Were Prime's not-so-subtle hints a true reflection of his team's opinions, and if so, what kind of trouble was Ultra Magnus getting into? "In fact, we haven't talked about doing that, and we probably won't."

"Oh."

"Why?" the carrier demanded. If he wanted an honest answer Ultra Magnus was not going to get it. Kup smoothly answered for all of them by proclaiming they had assumed, in the natural progression two mechs would undergo, that perhaps there would be an elaborate officer's ceremony, like in the days before the war. In case Ultra Magnus and Tracks were going to register at Bed, Bath & Beyond anytime soon, since Kup had to start a savings fund if they WERE.

The laughter eased the hostility and aborted the discussion quickly, relieving some of their minds but still galling their carrier. Curious suppositions fired up for a moment they could chatter without authoritative audioreceptors picking it up, but for now, they let the subject be, instead switching to planning the next paintball game. It had been an hour and no radio signals had come from either Optimus Prime OR Tracks, causing concern. Ultra Magnus was in the middle of paging his scout when shots rang out above them.

"Scatter!" yelled Kup as Ultra Magnus opened his carrier for his cargo to flee. Trailbreaker put up a forcefield to buy more time but the Seekers were quicker, getting in more than a few shots first. Sideswipe ran outside of the comfort zone and leapt onto Skywarp's back in time to miss him as he jumped space to re-emerge 100 feet above, guns shooting off. Hot Rod fired while the others ran for cover. Kup dashed towards a charging Blitzwing and Ultra Magnus transformed, aiming for the triple changer until his optics caught the sight of a bright blue Corvette's hood crumpled against the tree it had run into, one side deeply scarred from laser fire.

"Oh, no," he gasped, running for his friend while shots rang out around him. He radioed Optimus Prime as he hurried, firing his blaster at one of the Coneheads and winning. "Optimus Prime, come in! Status report: we are under fire!"

"Everyone is under fire!" replied Perceptor back at base. "The ark is under attack from Devastator, Bruticus and Menasor are tearing the construction site apart, and the Protectobots are missing!"

"Where's Prime?" he demanded, dodging Thrust's attempt to swoop down on him.

"He is fighting outside!"

"I'll radio back in a minute! Tracks! Tracks, say something!"

"Next time I'll walk," mumbled the car unenthusiastically.

The mech laughed in relief, automatically covering him with his own body to protect Tracks, except that there was no place to hide and they were getting pelted.

"Is he functioning correctly?" demanded Hot Rod from their hiding spot as he looked helplessly at Kup's wounds and Ultra Magnus' lousy position. "Those Decepticons are not going to stop attacking him while he talks to his boyfriend!"

Kup scowled. "Ultra Magnus is busy, kid. It's up to you. What are we going to do?" Hot Rod shrugged uncomfortably, making Kup want to smack him with his only working shoulder. What was the point of training some of their brightest pupils to be decent fighters when they refused to take any part in actual combat. "Do you want to try again?" It was like herding turbo-foxes! '_C'mon, kid! Process!'_ He hoped the point of this questioning would be learned faster, or Kup would have to abandon the lesson and save them himself. A teacher's work is never complete.

Hot Rod pressed a hand to his forehead, contemplative even as Trailbreaker announced he would try the forcefield as it was and they could rescue Ultra Magnus and Tracks and run for as long as it held out. Hot Rod's head jerked up.

"Not yet! I have an idea!" he jumped out and ran for the other two Autobots, calling for Sideswipe to get off of whatever jet he was wrestling and help him. The Lamborghini finished piledriving Blitzwing into the ground and sprinted over, firing at the overhead threat as Hot Rod gently touched Ultra Magnus' shoulder.

The large mech looked up, giant optics shaking in wrath. "He can't transform. We have to get out of here," he reported, voice low.

"Duh," came a silky voice by the tree. Hot Rod took over the situation before anyone could punch Tracks for his irritability.

"Ultra Magnus, transform. I'm loading Kup and Tracks on, they're wounded. Trailbreaker! Get over here!" He turned to Sideswipe, who had a blaster in each hand and was enjoying this firestorm far too much. "I need you to cover us. Ride on the top and just shoot until you run out of ammunition. Here," he handed his own blaster over. "I don't need this. When Ultra Magnus rolls out, Trailbreaker will ride with you and keep the forcefield up while you give a better cover. I'll ride ahead in case of any incoming Decepticons. Everybody got it?" Tracks and Kup were safe, Ultra Magnus heard authority and obeyed, and the remaining two felt useful. All he had to do was ride ahead and dodge any jets dumb enough to not realize he was drawing their fire away from the wounded. "Roll out!" he called, getting a strange thrill from saying it.

The large carrier pulled ahead, vaguely aware that somehow he had failed his convoy and was going to catch slag for it. The thought pressed farther into his consciousness as he saw Hot Rod swerving to avoid three Seekers, Trailbreaker's forcefield weakening from lack of energon, and Sideswipe running out of power in his blasters and forced to use his paintball gun. Tracks moaned, reminding Ultra Magnus of why he was in this situation. That Corvette was the reason they were in this predicament. Why did he have to come along and torment Ultra Magnus? Better still, after that behavior with Blaster, as well as the fights he'd been picking, and the problems everyone else seemed to find in them being together, why was Tracks still around someone he seemed not to want?

It was as though he were channeling Optimus Prime: if Tracks were not here, Ultra Magnus could function normally, not forsaking everything to be with this mech who would rather be anywhere else but with _him_. Ultra Magnus' friends thought he had some crossed wires to be in a relationship with someone who had burned him so badly in the past, and they were right. Tracks was gorgeous, but like all beautiful things, he did not serve much of a purpose or function. He was there to be looked at, admired. He did not provide Ultra Magnus with love when he wanted it, and they certainly did not help him process straight when he _needed_ to. Look at how he had neglected his team to-AGAIN-save Tracks! Ultra Magnus didn't have that kind of luxury anymore.

He was also frazzled from packing down all of the worry concerning the balance of being a leader and how much time he had left before Prime took his auxiliary force away (a force Tracks was a part of). Before they left he was informed of the altercation in his chambers, and the conclusion that Optimus had made regarding Tracks' attitude. The inspection proved that he wasn't doing his job right, no matter how Prowl phrased it. He was tired of Prime's disappointed looks, Prowl's dismay, everyone else's contempt, and most of all...his own self doubt over whether or not the being he was fighting so hard to keep even liked him anymore. He wouldn't be having a panic attack in the middle of a battle and HOT ROD taking over, of all mechs! All of this because of Tracks.

"Maggie?" It was a soft, tentative call, but a catalyst nonetheless.

"Call me that again and I'll rip your wings off," he snarled. "This whole mess is your fault."

There was a long silence, where nothing was heard except the roar of engine and Sideswipe's colorful commentary regarding the Decepticons and their creator. Kup tried but couldn't find the words to soften the situation. Tracks weakly whispered "sorry, nevermind" and settled down quietly as they rolled back to Autobot City.

* * *

When they arrived the whole place was eerily quiet. No sign of life emerged from the ruins that used to be Tower Four, nor did anyone reply to their calls as the rain began to pelt at the exhausted forces still being chased by one obstinate Skywarp.

"Where is everyone?" demanded Hot Rod, ready to punch something, anything, in frustration. He was not going to go down like this.

"They're dead, fancy-boy!" heralded Skywarp gleefully, arcing in the air to return to his leader, wherever he was. "Decepticons forever!"

"Peace through tyranny!" scratched a voice under the rubble. It was Megatron, pulling himself out by his fingertips. Skywarp landed and hastily threw chunks of material out of the way to aid his leader.

"You're throwing them on me, you idiot!" Starscream howled as he stood and brushed the dust off of himself. One wing was badly torn. He made a face as he inspected it. Hot Rod forgot to hide his team and rushed over to ask what happened.

"It is inconsequential, foolish Autobot," sneered Megatron, ion cannon punching a hole into the young mech. Ultra Magnus, cargo already cast off, charged in. Megatron had had enough. The ark attack went bust, the Protectobots had freed themselves from the stronghold Megatron held them captive, and Prime was regrouping his troops for a final attack while this blasted transporter with a limp rushed him. Megtron aimed his arm and waited for a closer shot.

He never got it. Ultra Magnus saw what he was doing and skidded to a stop, crouching low as Skywarp pounced on his back. Trailbreaker came from out of left field with Sideswipe, fists pounding. Megatron shoved Starscream into the fray and leaned over to dig up Soundwave for a more useful advantage. When Ultra Magnus saw this he broke free of the scuffle and tackled Megatron, lacking the skill and experience of Optimus Prime but more than making up for it in determination.

* * *

The sound was almost unheard over the scuffle. Metal grinding, gears snapping, a mild groan, all leading to a pathetic transforming noise. Tracks was in a lot of pain. His legs were bent in strange ways thanks to his hood injury. His whole side felt tender from the laser blasts. What he wouldn't GIVE for a decent car wash right about now. One with lots of soap, and bubbles, and maybe Maggie would give him a little rubdown. Hehehe.

"Now I KNOW I'm in trouble," the Corvette muttered, holding his head as he stood up. "Who does he think he is? It's MY fault we got ambushed?" He would have to have a little talk with Mr. Diamond-Maker a little later. Right now, it appeared that the fighting had devolved into a barroom brawl. Sideswipe had Starscream in an interesting position on the ground, crying 'uncle,' while Skywarp was punching the slag out of Kup and shrugging off an already weakened Trailbreaker as though he were the rain bouncing off of his body. The worst was Megatron. He had thrashed Ultra Magnus and now had him by the throat, ion cannon heard wheezing over everything: the fighting, the rain, and Track's shrieking joints as he staggered over to save his friend. Again, no helpful facial expression to tell him to, but Tracks had a feeling this was one of those times the carrier needed assistance. Megatron callously dropped a very injured Ultra Magnus as casually he would Bumblebee, smirking at the mech before him on the ground at his feet.

Cutting a wide berth from the melee next to him, Tracks staggered over to the Decepticon leader. Creak creak crack snap! Walking was painful. His entire right side blazed in agony from that stupid Dirge. He couldn't fight Megatron on a _good_ day, let alone now, but the cannon was pointed at Ultra Magnus' head and time was running out. The scuffle behind him, now Tracks could concentrate on something more important: how was he going to do this with only one working arm and a black beam gun with only one shot left? '_Stall him, Tracks,_'

"Pardon me, Megatron, but I believe you promised _me_ this dance."

Ultra Magnus' optics blazed in fury while Megatron's glittered in amusement. "What are you going to do, Autobot? Bleed energon on me?"

Tracks emitted a genuine laugh. "So you've been watching Monty Python in your spare time?"

There was a pause in the tussle as five heads snapped up to notice a much more intriguing drama before them. Megatron looked uncomfortable for a nanosecond before denying it.

"Yes you do!" squealed Starscream from under Sideswipe. "I've heard you say 'bet you're gay' to me more than once!"

"Shut up Starscream!" Skywarp bellowed, kicking his Air Commander in the leg sharply. This freed Kup to pounce, starting up the struggle for dominance again. When Megatron turned back to confront Tracks he saw a look exchanged between him and Ultra Magnus that seemed to be angrily confrontational. That didn't surprise him. Tracks was annoying. Ultra Magnus ordered Tracks to stand down.

"Enough of this! Die!" His cannon fired at Ultra Magnus' head and-missed? How did that happen? Wait a second, his cannon is gone! Where did it go?

"MissingthisMegatronyoudon'tneeditanywaysoI'lltakeitoffyourhandshahahahahahaha!" Blurr raced in front of him and took off before Megatron could react, running in circles and laughing. If that inane wind-up toy were here, that meant that-

"ATTACK!"

Ah yes. Optimus Prime had uncovered whatever it was that took both hands and Prowl's headlights to find and was here with reinforcements. Megatron called for a retreat, reaching his arm out to clothesline a taunting Blurr. While the mech tried to figure out what hit him Megatron picked up his cannon and aimed for Ultra Magnus but instead was shot in the face by a surprisingly quick Tracks. Skywarp and Soundwave picked him up and carried him out while Starscream declared himself in charge.

Ultra Magnus watched them leave as the rain began to let up around them. Megatron was surprisingly easy to get rid of this time. Next time they wouldn't be so lucky. He sighed to himself as he heard a gun clatter to the ground and Tracks collapse, groaning as he suffered.

"So it's all my fault?" the Corvette asked playfully as he rolled himself onto his back.

"The whole damn thing," Ultra Magnus grumbled, crawling close enough that the 45 degree angle he was at prevented him from looking into Tracks' optics properly.

"I made you swear," was the only reply Tracks could think of. His processor was getting cloudy. He was still in a lot of pain, Ultra Magnus was very close, and the afterglow of nearly getting KILLED still had Tracks' energy field higher than usual and damn...if those perfect blue optics weren't smothering him with an unacknowledged desire.

"You make me do a lot of out-of-character things,' the mech replied, moving closer. Tracks held his gray hands up to stop him.

"I want to know one thing," he demanded, vocaliser cracking under the strain of physical discomfort as he pushed against the larger mech's head.

"What?" Ultra Magnus did not like where this was going. Usually serious moments called for serious existential questioning. After a week of being at each others' throats and the snarling on the highway and their hurried whispered power-struggle conference while Megatron argued with Starscream, there was no telling what kind of grievances the Corvette had.

Tracks smiled sweetly. "Do I have janitor duty for disobeying you?"

Ultra Magnus buried his face into the yellow square on Tracks' chest. The red Autobot symbol seemed to be laughing, too. Nothing had changed: Tracks still wouldn't take Ultra Magnus seriously. He clenched his fists in frustration, even as they chuckled together.

"I will never get you, Tracks," he sighed, hands relaxing in defeat as he lifted his head to meet optics with his friend.

"You may never get me...but at least you _have_ me," Tracks replied, pulling him down for his reward.

* * *

Optimus Prime had accidentally rested his glance on the sight of Ultra Magnus and Tracks kissing and involuntarily jerked his head away, slapping Prowl in the face in his haste to cover his optics.

"Sorry," he growled as Prowl rubbed the spot to check for dents.

Prowl glanced in the direction Prime had shied away from and smiled slightly to himself. Jazz had once told him that opposites attract, to which Prowl replied that opposites were opposites, not some magical formula guaranteeing success. Jazz gave him the glomping of his life right after that discussion, teasingly asking him if THAT had been a magic formula, knowing full well the strategist would have to find a logical explanation or freeze up.

"Pure magic," he admitted reluctantly. He said the same thing now.

Prime misheard him. "Poor Magnus indeed. I'll have a discussion with him before we leave."

* * *

Waking up in medbay after battle was second nature to Ultra Magnus. Coming online to see Wheeljack working on Tracks was not. "How is he?" Ultra Magnus asked.

"Finally getting repaired," the engineer chuckled. "He wouldn't let me TOUCH him until he was sure you would be all right."

Ultra Magnus smiled sadly at this kind of devotion unseen before in his existence. It made him anxious. Fire and ice, this mech was: from his feisty smothering during moments Ultra Magnus appeared vulnerable to the sudden disappearance when any return affection emerged from the mech. The whole mess was exasperating. "What am I going to do with him?" he asked softly.

Wheeljack looked up from hammering Tracks' chassis. His expressionless face framed glowing optics. "Spend as much time with him as possible," he replied forcefully, lights flaring as he spoke. "Make him as happy as he makes you, and quit trying to make it something it isn't."

Ultra Magnus stared, astonished. This was the first mech who hadn't made him feel guilty about who he was with, giving him an honest opinion, instead of beating around the bush.

"I hear what people say around here, Ultra Magnus. I see what you do to him." He started hammering again. "There are a lot of mechs around here who have an idea of what is a good relationship and what isn't. They're full of slag. NOBODY has a normal connection. Not Prime, not the Lamborghinis, not even ME. Don't let them tell you what to do." The hammering emphasized every other word. "Because when that 'bot is gone, you forget about 'normal' and remember the things that made you happy." Wham wham wham wham WHAM! "And there's nothing worse than having no pleasant memories." Wham wham WHAM! "Or only 'I should've done this' or 'why didn't I just let him do that' or 'what happened'? Just relax. Have fun. Go to another drive-in movie. Live for now, 'cause that's all you've got."

"You're speaking from experience." The force of the hammering gave it away. Wheeljack didn't pause as he nodded his reply. "So where is he?" Ultra Magnus would love to hear the other side's opinion.

"He's on Cybertron. He's promised he'll be on the first shuttle he can board and get over here." Wham wham wham! "Don't worry about it." He placed Tracks' leg down and walked over to run a diagnostic on Ultra Magnus before discharging him. "Or do you want to pull up a chair?"

"I can't. Prime wants to talk to me." He stood up slowly, looking at Tracks for a quiet moment before Wheeljack picked up the hammer again.

* * *

Optimus Prime had taken his battle mask off for some reason, showing his vulnerability to Ultra Magnus-if Ultra Magnus were willing to buy it. He had witnessed this tactic before; he'd been _taught_ it. The method drew out the subject he addressed and force his audience to relate to him in a empathetic way they normally wouldn't if his battle mask were on. This disquieted him as well; alarming him to the idea that Optimus Prime felt desperate enough to try this attack.

The Autobot leader returned a smile of greeting, casually wiping his battle mask the way Chip cleaned his glasses. "Have a seat," he suggested. Although he preferred to stand, in case of an argument, the guest complied, waiting for Optimus Prime to get to the point.

The point was a long time coming, though. They discussed the missing pieces in the battle (Superion had accidentally knocked over Tower Four and crushed most of the Decepticons, causing Prime to order everyone out of the way so that they could do damage control and see who came out of the pile), what had to be done to fix the city, whether or not Megatron would be back soon, etc. They talked about old times before and during the war...and departed friends. The usual subjects. Tracks had claimed this was all ancient history; boring beyond belief, but Tracks never wanted to live in the past. There was too much going on _now_. Now, as Wheeljack pointed out, was all they had.

Optimus Prime and his old friend had drifted into a comfortable silence, the only sound being the thumps and whirrs of Tower Four being repaired across the city. He was looking off to his right, fingertips clicking together in a repeating rhythm as he considered his next move. Pinky, ring, middle, index, thumb. Click click click click click. Prime turned to his friend, his mouth twisted into an uncertain smile, as though he were about to say something that may cost him dearly.

"I am returning to the ark tomorrow with Prowl. Usually we are accompanied by a strong fighter in case of a Decepticon attack...for instance, Sideswipe.

"As Prowl has told you I have concerns regarding part of your security team. One mech seems to be more...iconoclastic...than the rest. He does not appear to take this mission seriously, causing Prowl and I to conclude that Sideswipe would make a more effective guard...tomorrow we are leaving with Tracks instead."

Ultra Magnus' jaw dropped. It was as though the entire room got darker after this pronouncement. He stood up, trying to control his temper and almost failing.

"Do _I_ get a say in this?" he demanded.

Optimus Prime's lip was pressed thin. His chin jutted out and his arms folded aggressively as both tried to stare the other down.

"No."

* * *

Tracks and Blaster had a pretty good repartee going as Wheeljack tapped out the last of the dents in Tracks' body. They were back to 'your creator' jokes, with Blaster gaining an unfair advantage after telephoning Raul last night for inspiration.

"Your creator is so ugly...onions cry!" Blaster had used that one before. It still cracked up their audience.

"Your creator is so old when I told him to act his age he DIED!"

Wheeljack put down the hammer and guffawed.

"Your creator is so fat he has his own gravitational pull!"

"Your creator is so dumb he thought Teletraan's screen saver was an epic miniseries."

"Stop!" begged Wheeljack, shoulders shaking.

"Your creator is so fat he stepped on a rainbow and made Skittles."

"WHAT?" Tracks was laughing at the absurdity while Blaster doubled over at Tracks' expression as Wheeljack dropped the hammer and howled at both of them, falling to the floor. "Get out! I can't work with him in here, he's flooding my circuits!" The laughter did not die down for another five minutes, ceasing its hold only when Blaster could calmly sit upright.

"Okay T, I'll see you later." He was still giggling as he left. Wheeljack resumed his tinkering, asking Tracks to run an internal diagnosis while they smoothed the last of the dimples.

"The joint that separates my lower leg from my upper is still not responding," he reported after a few moments. "Perhaps the wires are not fully connected?"

"Let me take a look." Wheeljack may be known best for his inventions' lack of a life expectancy, but he was linked to one of the greatest medical minds in Autobot history. The wiring discrepancy was fixed and internal diagnostics revealed nothing wrong. At Wheeljack's insistence that nothing else was going on today to captivate his interest, the dent repair began again. Tracks had the other hammer and fixed his left leg to speed up the process.

Tink tink tink. Unlike the larger task of unflattening half of his chassis, dent repair required smaller tools. Once all of the problem areas were addressed Tracks would have to get ANOTHER paint job. Where to get the money for that. In New York, he often rented himself out to the FBI for sting operations but this was Oregon, and the governments were not as receptive to the idea of Transformer help.

"So why did you do it?"

"Hmm?" Wheeljack and he hadn't said anything in over half an hour. Tracks had become inured to silence, thanks to Ultra Magnus, making his usual conversations with others sparser with words than they used to. He and Wheeljack often blathered about the latest technological advances in human automobiles, but Tracks had been so lost in thought he had forgotten Wheeljack was in the room.

Wheeljack tapped the dent into a perfect plane and shifted his position to encounter the next one. "You were totaled and you forced yourself to transform, and then you crawled fifty meters and took on Megatron. Why?"

Tracks shrugged. "I'm stupid."

"You got that right," Wheeljack snorted, moving onto the next dent. "That's not how Ultra Magnus put it."

Tracks sat up straight. "What did he say?" Erotic attacks aside, Ultra Magnus did not talk directly to Tracks about his feelings, preferring for the mech to sift through a dozen inherent clues, or rely on outside forces.

There was no smile, but Wheeljack's lights came on for a moment, soft, like the exhale Blaster emits when he grins to himself. "After spending the last week avoiding him and being with Blaster, you threw yourself into certain death to rescue him. Why? Do you like to be with him or not? He has _no idea_ what you're thinking, and it's scaring him."

"That makes two of us." Tracks settled back into the dent in his foot.

"He's not very expressive?" Tink tink tink. The dent in Tracks' shoulder was a little tougher than he'd expected.

"That's putting it mildly." Tracks recalled Wheeljack's partner. "You know what that's about."

"Yes and no. Ratchet expresses himself in two ways: angry and furious. I can't get him to say anything to me, and whatever he does say is a bitter complaint. If I want affection I have to practically ambush him for it, because it's so hard to overcome the wall he's made. Sound familiar?"

"Hey!" Tracks stopped what he was doing to stare at Wheeljack in disbelief. The denial of any wrongdoing was caught in his vocaliser, allowing the engineer to continue.

"Ah-em. Like I was saying: He was-_is_ difficult. But that's his personality. I got over it. Once I figured out how to deal with him, the rest fell into place. Now he tells me how he feels in the best way he can, and I understand him. I just had to learn how to talk to him."

"Oh." Tracks' dents had been smoothed, for the most part. It was inevitable that Autobots did not have newly-manufactured bodies at all times; there was too much wear and tear in battle. Besides, Tracks needed a new paint job anyway.

"Just enjoy what you have. Quit trying so hard to outwit, outplay, outlast each other and tell him how you feel. Be the first, for once, instead of waiting for me to give advice like some stereotypical cameo in a bad movie."

Tracks smiled briefly as Wheeljack quietly snorted at his own joke. "So how do I tell him?"

Now the engineer laughed out loud. "You ARE stupid."

* * *

"It's not just me. Several Autobots are concerned with the way this base is being run." The row had begun, with Prime signaling battle by putting his mask back on.

"I don't see how. We just talked about how well we're progressing. Your report gave me glowing reviews. Why the change?" They continued to stare at the other, knowing full well why. "I had a weak moment. Once. You can't hold that over my head forever, Optimus. I've moved on." He put his hand over his optics at the sight of Prime shaking his head in doubt. "It doesn't look like it, does it?"

Optimus sighed. "I am sorry, Ultra Magnus. I promised you a long time ago that I would watch out for your safety. I tell this to all of my Autobots, but it especially applies to you: I need your help. If there is a threat to you and the crew here, I have to eradicate the threat."

His audience looked up, disbelieving. "You're going to kill him?"

"No! Tracks will be the leader of a small team for our base in New York City. The human crime fighting divisions use Autobots for help all of the time...he loves it there, and he will be safe from Megatron, and when the spacebridge is built on Cybertron we will reshuffle the Autobots and more than likely bring him with us...you can call him over Teletraan-1." The voice was authoritative but wheedling. "We need you here. He is interfering with your job."

Ultra Magnus had heard enough. Unless Tracks was going to break up with him tomorrow, the commander of Autobot City had to fight for his friend's right to be here. "He is not. What is transpiring here is that you don't trust me to do what I need to do and what I want to do, because you have successfully separated the two aspects of your life and (in your own words) eradicated one of them. I'm sorry, I don't operate that way. While I was on Cybertron, we had the two together and survived without major incident. Ask Elita-1, she'll tell you her faction was exactly the same. You CANNOT only live for the cause, and most Autobots don't want to. Their personal lives are all they have left of their individuality." Wheeljack and his lost mate sprang to mind. No, he would not mention that particular cruelty to Optimus, although he wanted to. "Perhaps when he has left, after the six month term you PROMISED me he would have, I'll become only a soldier. Until then, I believe we are finished here." Ultra Magnus paused as the door slid open into the hall. "Tomorrow you take Sideswipe back with you. My security team remains intact."

* * *

"Ultra Magnus!"

He was halfway to his chambers when Prime caught up to him.

"I am sorry," the Autobot leader said, placing a hand on his protege's arm. There was nothing else to say, and Ultra Magnus was sure he didn't mean it, but Prime was not going to leave the base on a sour note. The apology was basically Optimus Prime's way of saying that his friend had won that fight but many others would follow...and that Ultra Magnus would not be victorious.

"So am I, Optimus." He patted his arm back, knowing that he and Prime had been through too much to let one issue get in the way of their mutual regard, and maybe sooner or later Optimus would finally process that he couldn't have Ultra Magnus being his exact clone, no matter how hard he tried. "I appreciate your help. I do. But I can-"

"You can handle it on your own," Optimus supplied. Ultra Magnus nodded. After an awkward pause, Ultra Magnus acquiesced by assuring his old friend that this would all blow over after the six months and more than likely everything would go back to normal. "Affirmative," replied Prime, relieved that he was at least being met halfway. After agreeing to have energon tomorrow morning before Optimus left, Ultra Magnus returned to his chambers to think.

Clank.

It descended onto him like a flying squirrel onto a tree; the force was enough to knock him flat on his back. _'He used his flying engines,'_ Ultra Magnus guessed as a grinning red face peered down at him, blue and green optics sparkling.

"Don't you have a basement to inspect or something?" the carrier asked in a teasing tone, trying to hide a goofy grin. It warmed his spark to be wanted like this. He'd missed his friend's touch terribly.

Tracks didn't miss a beat, letting as much tender emotion into the words as possible. It was time to tell him how he felt, in the carrier's own words.

"Shut up, Ultra Magnus," he growled, shutting the door with one hand.


	4. Fly

September 11, 2001, 5:30 AM PST. Autobot City construction site, Oregon.

"Tracks!"

I was barely offline after coming in late from an unbalanced Decepticon fight when Ultra Magnus raced into his chambers to drag me off of his recharge plate.

"Maggie...this had better be good." Since the time he threatened to rip my wings off if I called him that again I've been careful using that particular nickname, but come ON, I just laid down. He ignored it.

"You need to see this." Ultra Magnus' stride did not let up, nor did the frown on his face.

The construction site is three-fourths finished, behind schedule thanks to Megatron's constant attempts to destroy what we've just built. Somehow Ultra Magnus convinced Optimus Prime that I would be a valuable asset on the Aerialbot-only defense team, which means I'm here until they establish our weapons system, which takes about half a year. This is month five. The Decepticons attack with greater frequency, leaving me no time for frivolities such as replenishing my energy, making me even more irritated when my 'friend' drags me out of bed.

I suppose that 'associate' might be a better moniker. The classless flying toasters with whom I battle our enemies prefer calling it 'banging the boss.' I heard that punk wannabe Hot Rod call him my 'sweetie.' I don't know. Two decades ago I convinced him to help me polish my new paint job and he's been around, more or less, confounding me at every turn. He's not very interested in earth beings, he couldn't make a decent conversation if Starscream pointed Megatron to his head, he's two times the size I want him to be, and if he had his way he'd chuck this whole 'running Autobot City' gig and play paintball with Warpath and the Lamborghini twins until this planet lost its inertia and flew away from the sun. I can't walk around this place without fear of being jumped because he can't keep his hands off of me. For five months I couldn't go offline (which is unbelievable considering I've gone without affection for fourteen years). I have no idea what to classify him as, other than...I guess...'mine.'

Ultra Magnus turned the television set on through Teletraan-1 and pointed to the flaming tower of fire. "A plane hit the World Trade Center in New York."

A pity. I imagined a memorial ceremony, news anchors clucking their tongues in existential misery, further investigation leading to a conclusion that some drunk captain had lost control of his vehicle. Perhaps some commentary on the airline system itself. I asked Ultra Magnus if he considered Decepticon culprits.

"No." He did not elucidate, as usual. Optimus Prime would explain why, or begin heralding orders to mobilize but Ultra Magnus is different. As we stood, wordlessly pondering the significance of this tragedy a blur whizzed past the inferno and smashed into the second tower.

"No!" I moaned, unaware that I was running out the door until Ultra Magnus grabbed a hold of me. "I have to go!"

"Wait!" he replied, struggling to calm me down. Half of what he said to me did not process. All I knew was that mere observation was not an option.

I _couldn't_ wait. There was no chance that I would stay here when the city I loved was burning to a crisp. "I have to go," I explained again, fighting him to release me. "Raul is there-I have to help-_I have to go!_" He wasn't listening either, talking gibberish over my voice. As we struggled for supremacy I saw the Aerialbots come in, babbling loudly in that shrieking coven they turn into when together.

"They're going at it again," Slingshot sneered. "They're worse than rabbits." Three others tittered.

"Guys," warned Silverbolt sharply.

Ultra Magnus released me and I ran back into the room I had left to see it again, now that I had calmed down enough to let denial set in. The buildings were still on fire. This is not a test. Footsteps clunked up behind me but I couldn't look up, transfixed at the horrifying sight before me. My city is in ruins. New York, the greatest human municipality _ever_ constructed is under attack, and I _can't_ sit here on the other side of the country and watch. I have to be there, to help, protect, find the tailpipe-suckers who DID this and get some justice!

Ultra Magnus watched me rush past him and followed me out. "Where are you going?" he demanded.

"New York. Maybe I can get a hold of Raul before I leave," I replied, breaking into a run.

"No, you're not." His tone actually halted me in mid-sprint. It was condescendingly authoritative, as though he were addressing a stubborn Decepticon prisoner, like one of those arrogant Seekers. The Aerialbots peaked out the door, one on top of the other like the five Stooges.

"EXCUSE me?" I demanded. That is the first time he's ever spoken to me that way. Sometimes he gets growly around Perceptor, or a few of the more troublemaking Autobots, but I have almost NEVER heard him snarl at me, no matter what I've done.

"We need to wait until Optimus Prime contacts us before we do anything rash." Always by the book, always letting someone else make the decisions; Ultra Magnus will never change. I resumed my exodus until I heard him say, and in an even angrier tone, "That's an order!"

I may have been with this mech _technically_ for about five months. On and off again, closer to nineteen years. We've changed considerably in our time apart. One thing that has remained constant is that one of us is going to find a way to hurt the other, intentionally or not. What he just said to me, treating me like a misbehaving Hot Rod, stung. I knew he was a bully to everyone else, it was something that loomed in the back of my database all of the time; but I never expected him to be that way with me. "That's an _order_," I repeated. "_Interesting_ how you'll only pull rank when you're not getting me to do it your way." The Aerialbots audibly dropped their jaws, chins clunking on the head below them.

"Watch it," he growled warningly. He was losing a battle of self-control. _'Keep trying to swallow the anger, Maggie. Don't let anyone see they got to you, or else they'd think you were normal. Instead it's coming out when you're scared, like now when it hits you I'm leaving.'_ I can tell it's overflowing from the overused dam he's kept it in for so long. I feel sorry that I'm the source of all of this pain and suffering, but this is nothing new. If I could change the way he saw things we might be in a happier place, but I don't have that kind of power, so instead I have to see him practically crying and hate him for it because he's upsetting me at the same time.

"Watch what?"

"Insubordination is not acceptable, no matter the circumstances." He's trying to put me in my place. How sorry he'll be if he makes me choose between what _I_ want and what _he_ wants. "You might be more of a burden than a help without clearance," Ultra Magnus explained, coming closer. "There may be Decepticons."

"I am _going_," I snarled, backing away from him. "Whether you allow it or not. They _need_ me." After all of the inner workings I've shared with him, telling him how much New York means to me, and what I've done for it, it all evaporates when I won't stay around to be his plaything. He can't process that I have had a love affair with this city since I came here, and that once you call that place home it will never stray far from your heart...spark. Whichever. Something on my face must have told him I was serious.

Ultra Magnus covered his optics. "I can't believe you're being so selfish," he muttered. I couldn't say anything; I was muted by my rage. Silverbolt detached himself from the clump and pointed out I am acting with purely unselfish motives and that I must have acquired this perspective of generosity from Ultra Magnus.

"You have such a big heart, sir," he explained nervously, noticing my scowl at his feeble attempt to sooth two very stubborn mechs.

"Unfortunately, with part of it going several thousand miles away it's proving it doesn't stretch that far," Ultra Magnus growled as he removed his hand from his face. Silverbolt fidgeted, giving a promise to bring me back as soon as we were no longer needed. Ultra Magnus pondered for an agonizing five minutes and relaxed his shoulders in defeat. "Go. The Aerialbots will accompany you," he finally declared. He handed Silverbolt a datapad and stalked off, calling something to me from the other room.

"What did _that_ mean?" Air Raid asked, looking up from reading the datapad over Silverbolt's shoulder.

I had _no_ idea, since I hadn't been paying attention. I had to telephone Raul. The city was _calling_ me. "I'll tell you later," I responded, hoping they'd forget.

* * *

Perceptor's endless research papers brought even Blurr into a coma on a regular day, but one stuck in my head as I watched the Aerialbots secretly signal to each other when they thought I wasn't looking: "Gestalt Relationships Contrasted with the Average Autobot." He found that the Protectobots and the Aerialbots had no concept of one-on-one mech relationships due to their being programmed with strong emotional and mental links to each other. I can't remember most of it (since _somebody_ who shall remain nameless kept stroking a corner of my wing with his finger to distract me) but he warned us that should we be asked a lot of questions to humor them, since they didn't know what came naturally to the rest of us.

"I can understand what he sees in YOU," Air Raid commented one day while we cleaned our blasters. "What do you see in HIM?"

I could take this several directions. I could be a great teacher and explain how after a few million years you become so accustomed to some people that when you finally _do_ get around to becoming more than soldiers it seems like second nature. Although they wouldn't understand it I might explain how I've seen him go through many things, and how much I admire him for still being himself while changing for the better. I could tell them I liked how great he is. How nice it is to have someone who loves to play ridiculous games with me and tell me I'm breathtaking and likes to polish my surface until it gleams; since we don't have four or five gestalt mates to stand up for us, at least I have _one_ mech who is not afraid to protect me, unlike anyone else. The Aerialbots were unaware of the censure I'd endured, the scuttlebutt from 'Tracks the earth-lover' and 'Tracks the human-wannabe', 'Tracks the vain,' etc. Ultra Magnus didn't care about what they said, all he cared about was being with me. I couldn't tell this kid any of that.

"He laughs at my jokes," I explained, attention on my gun. It was the simplest truth of all.

* * *

"So what was that comment Ultra Magnus made before we left?" Fireflight inquired as we flew in the empty skies. No airplanes flew around us, although this was a frequented airspace, alarming Silverbolt. I didn't care. As soon as I got there I could find out what was going on and somehow make SENSE about this whole thing. The radio had told us about the World Trade Center's collapse, and who might be behind it. They told us about the Pentagon and another plane crash and the nationwide panic that fewer than fifty humans had inflicted. Fireflight had to repeat his question twice to get my attention.

"He said you had to be careful of being mauled by bears." I could feel their expectation as they lowered altitude to hear better.

"Inside joke," I replied uneasily. This was not a story they needed to hear.

"Yeah," Silverbolt chimed in. "I remember that day...when you looked like you'd lost a fight with the Combaticons and Warpath asked you what happened, and-"

"You told him you'd been mauled by a bear!" Fireflight interrupted. "And the boss cracked up."

"Right. It was a joke. Nothing else." I couldn't fly as fast as they could, so while they were accompanying me they'd entertain themselves by doing tricks, playing with each other in the air. Their youthful exuberance made me feel old and tired.

* * *

The incident they referred to made me think about Ultra Magnus in a more positive light than I had this morning. One night we turned off all of our internal mechanisms, including our equilibrium, and chased each other around the side of a mountain in the rain. ("It'll be fun," he said. "Why is it when _you_ like it it's _fun_, but when _I_ like it it's _torture_?" "Are you going to keep bringing that up?" "Why not? I haven't had a decent polish job in awhile." "Next time." "You said that the last time." "Shut up, Tracks," he said, giving me a playful shove to get me on my way.) He had me on the run, hiding in some of the larger trees, until a branch broke and I landed on top of him. With no sense of balance he rolled down the mountain, taking me along for the ride and bending my wings back. When we finally rolled to a stop I was covering him and the mud covered us. Before I complained what the mud would do to me I felt the warm surge of energy and combated it with my own until we couldn't stand the torrents of pleasure and let it overtake us. He wrapped one large arm around me and smeared his other grimy hand on my face as the dark water surrounded our bodies. When the laughter died down he grew serious.

"I could look into these optics forever," he sighed, reiterating our most common thread of dialogue. Like I said before, Ultra Magnus' forte is _not_ conversation.

As usual, I responded with, "I don't know why. Two nice colors horrendously mixed. _Neither_ coordinates with my paint detail. _Your_ optics are the perfect match to the rest of you." Typically his answer would be him saying he was glad I got to look at what I liked and he could gaze upon his preference. Tonight he deviated.

"Tiny green sparkles of light," he crooned, filthy fingers tracing the line where my helmet meets my faceplate. "Like your spark is trying to come out of your body and show how beautiful you are on the inside, too."

Who knew he was such a poet? Every now and then something exceptional comes out of his processor, like wisdom from a Dinobot. I wasn't sure if he meant it: Ultra Magnus sometimes won't say what he's thinking when it comes to me. It's as though he fears it will be used against him later; exploited like a weakness. The tremor in his voice and the perfect azure glow of his eyes told me more than he could ever say himself. When the significance of his words registered it was as though our worlds fell into place to reemerge as a single being. We would never be alone again. I smiled at him fondly, my spark radiating and intensifying as the words tumbled out of me as naturally as the rain falling on my back.

"I love you too."

* * *

The next morning in a great show of concern an amused Warpath asked me why I looked so dented and scratched, as though a bear had mauled me. Ultra Magnus overheard this and cracked up, his first public laugh in a very long time. I felt good enough to reply in the affirmative, making it sort of a code.

"Did you read that datapad the boss showed us?" Fireflight asked, finally breaking free of Skydive's dogfight.

"No, I missed it. Why?" These Autobots are more irritating than a flock of seagulls. (The band or the bird, take your pick.) I wish they'd shut up and fly.

"You missed half of what he said to you. You were in another world."

"I had other things to consider besides what that swaggering arsenal had to say. This place is the closest thing I can call home," I informed him, injured. "When something goes wrong, I want to _be_ there, not waiting for Prime to decide if he remembers us!"

"Okay, okay! Geez!" he sniffed, pulling up to go after one of his brothers.

"Hold it! I'm sorry. It's been a rough day." The hours were going forward, though, thanks to the time zone change. When we got there it would be late afternoon or early evening. "What did it say?"

"It was orders from Optimus Prime. Hound finished testing the munitions and they're good enough to install into Autobot City, so our tour of duty is over as soon as they're delivered, which would be the 15th."

"Of THIS month?" I asked, panicking.

"Yeah. Optimus wants us to report back by the 16th for a new assignment."

"The devil!" Prime ALWAYS gives at least two weeks notice for that kind of thing, which means Ultra Magnus hung onto that particularly nasty piece of news for ten days! I landed in the middle of a cornfield and began pacing. That's what he was trying to tell me. Instead of saying it to my face, he had to say everything but, which is NOT how you talk to me! Now what do I do? I couldn't go back and wait four days, the need to be in The City was too strong to let me do anything but worry. If I stayed in New York I lost him forever. Prime is not a fool. He disapproved of this match the minute Ultra Magnus told him what we were doing, which is probably the only time he's ever told someone what's really going on in his processor. Funny how he'll tell PRIME but not me, the one who's affected by these decisions. I could feel my wrath boiling over.

"Will you quit making crop circles and get going?" Slingshot demanded, landing next to me like a buzzing fly. My fist balled up and I sent him reeling before I could even process what I was doing. The Aerialbots, never ones to allow that kind of treatment, responded by piling onto me, corn stalks flying as they kicked my tailpipe. After a fruitless defense on my part they pulled away to give me time to assess the damage.

I asked them if they were happy now, my wings were misaligned and I'd have to drive the rest of the way. Their response was not positive. They became Superion and scooped me up like a Barbie Doll, carrying me there in a _humiliating_ method. That's the last time I travel with a gestalt. I added them to my list of people to hate, which included Dinobots and Seaspray when he's over-energized.

* * *

New York was in a state of emergency when we arrived. The mayor himself welcomed us, introducing a few important people before we got to work patrolling the skies for anyone thinking of making a coup de grace. The smoke roiling out of the conflagration that used to be two mighty towers hearkened the days of Cybertron when I was running from my city as the Decepticons burned it to the ground. I felt for the humans. There is _nothing_ more terrifying than seeing everything you've ever known be destroyed in moments of pure evil, accompanied by the powerlessness that envelops you and breaks your heart as the realization hits that NOTHING will EVER be the way it used to. That is why I'm here. I couldn't save my friends or my brothers, but I'll be smelted before I allow it to happen to another being. I was too late again for the first attack, something that haunts me even now as I fly around the coast for the third time tonight, but there will not be another.

It's a week before I see other Autobots arrive. Inferno, Red Alert, Optimus Prime (who hates this city but would not miss a chance to act heroic), Grapple, and Hoist are here to help any way they can. I'm finally pulled out of the sky and replaced by helicopters, told to rest up before I go into stasis-lock, but something was missing in my recharge plate. Going offline was difficult until Inferno pounded on my door one night to tell me that Prime wanted to see me.

Optimus Prime looked old. My guess would be that he's been getting less rest than I have. I told him he should go to bed while he informed me Teletraan-1 had a phone call on hold, and would I keep it short: we need the line. Then he tottered out.

I turned on the screen to see a solemn blue and white face nod a greeting. Relief flooded me. If he wanted to talk to me again, that meant he had come to terms with my leaving and had forgiven me. When he gets mad at me he won't speak, preferring to wait until he's rational. "I have received your package," he addressed, holding the UPS box in his hand. It was small when I got it but looks miniscule in his giant paws.

"You're supposed to open it," I say drolly, once I've gotten over the pain that seared in me when I've realized how much I miss him. "Go ahead."

He carefully tried to peel off the tape but only succeeded in ripping the top off. Packing peanuts scattered out of the box like eddies of snow as he poured the contents into his palm. He held the smaller thing aloft, his fingers pinching its head as he studied it in confusion.

"I heart NY," He's reading the T shirt it's wearing.

"It's a human gift. They call them teddy bears." I tried not to be amused by his confusion. It's _so_ easy, _so_ sweet, to laugh at someone _so_ intelligent who can be _so_ easily stymied by another planet's customs. "A bear in case you need an extra mauling occasionally."

He's far away from me, and I don't know when or _if_ I'll be allowed to return to Autobot City any time soon, but until then, I want him to know I'm thinking about him every moment I function, and the minute I'm free I will find him and we will continue where we left off. It's a heavy message to put into a clump of fake fur-covered stuffing, but if he wants to communicate indirectly, I figured it was worth a shot to follow suit, something Wheeljack's told me more than once to try. Ultra Magnus placed it on the keyboard and his optics glowed luminously.

"I love you too," he said.


	5. Fire and Rain

It is the year 2006. After the movie. Before the resurrection of Optimus Prime. The Autobots are returning to earth.

Rodimus Prime tried to remain stoic. It was difficult to do when after all of this time in space they were finally coming back to earth. Prime did not call it home, but the human Daniel did, and he was so excited he practically jumped out of the spaceship the moment they'd entered the atmosphere. Kup smiled at him, benevolently amused at the youth's exuberance, commenting on how he found it difficult to believe how quickly it had faded from his own life. Arcee and Springer didn't care. Blurr wanted to know why they had to bring the Dinobots. Ultra Magnus stared at the computer screen with a smile creeping up a corner of his mouth. His was the most enigmatic of the emotions. The earth trip, a gesture to the Autobots left down here to let them know their new Prime had not forgotten them, was _his_ idea. The moment everything was authorized the giant mech had been poorly concealing a grin of delight. Rodimus had no idea why.

"Projected landing time is two earth hours," Sky Lynx reported in his silky voice. "Temperature is fifteen degrees Celsius with a wind coming out of the northeast-excuse me. We have a transmission from First Aid." The Protectobot's face fuzzed on the screen, fading in and out as he yelled the description of the Decepticon attack and how Metroplex would be transforming in five minutes. Ultra Magnus grabbed his blaster and called the rest of the troops to prepare themselves for battle.

* * *

That had been two days ago. Most of the troops accounted for had returned, but Galvatron's fighting retreat and Rodimus' foolish command to follow their enemy had scattered the wounded from Oregon to eternity. Superion returned with handfulls of scrap that used to be Autobots, including a flame-colored sliver that caused Ultra Magnus to cover his face for a moment to conceal his horror. 

"That could be anybody's," Rodimus explained, trying his best at a role he'd never had to perform before. "You don't know it's his."

"No, I don't." Ultra Magnus replied, fiddling with his blaster. "I haven't seen him in almost five years. I probably couldn't pick him out of a crowd." Was Ultra Magnus being sarcastic? Rodimus wasn't sure until large blue optics darkened into a contemptuous navy. "It was him, Rodimus. I know every single piece of him like my own."

* * *

Ultra Magnus hated hope. It didn't save you from impending doom, it merely allowed you to see positive signs of light where there was none. He could suffocate his pain and fears but hope was far too buoyant. Rodimus Prime's shiny optimism kept it floating around in his processor as he wandered the pine forests primeval on the off-chance some human god might take pity on him and put him out of his misery. 

FLASHBACK

"I used to see them lined up on the street with their hands held out," Tracks explained one night after we'd mixed our energy fields together in a fiery concoction I'd not seen in a long time. It was our first time going offline together in Oregon. I was replacing Grapple's exhausted team for the final stretch of Autobot City construction. Being a defense expert I was placed in charge of planning where the guns would go, and how the city would arm itself, as well as keeping Decepticon interference minimal. We'd traveled all day and all I wanted to do was recharge but someone claimed we needed to 'christen' the extra-large bunk that I was officially sleeping alone in. Now I was wide awake and commenting on the comfort of the room, and its contrast to the sparseness we'd grown accustomed to in our lives underground on Cybertron, as opposed to the luxury Tracks seemed to enjoy no matter where he was.

"Poverty and I are not strangers," he replied. "Although, yes, I _was_ created in relatively well-off circumstances; not as prosperous as Mirage, but we weren't bad. That transformed, if you'll pardon the cliche. When the Decepticons began tearing up the cities around us the refugees came in droves. As my bondmate and I drove past them they'd swarm us. I used to see them lined up on the street with their hands held out, begging for anything. Sometimes Spokes would have a claustrophobic attack from all of the 'bots around us and I would have to find an escape." Tracks didn't finish the story. His stories almost never make sense. He's more of a conversationalist but I'm more of a story-teller so we stumble along with our moments together but somehow we get what the other is saying.

"I didn't know you had a bondmate." I was disappointed. It meant that bonding with me was out of the question. He probably _could_ bond again, but that would defeat the purpose of the first one. Not that we ever would. I needed this mech around me but I don't think I could trust him with part of my spark. That was a risk I didn't want to take.

"He was my brother. I had two." Implied was the fact that these brothers no longer existed. I told him I was sorry and he said not to worry, it was a long time ago. I was at a loss as to what to say to make him feel better until he said one of them was named "Mags" and although the connotation was not the same it made him smile whenever he called me "Maggie," even though I HATE that name. He saw me hide my grimace and laughed, as though I were still his vulnerable toy. I didn't laugh back but was relieved that he was no longer dwelling on a thing that hurt him. Tracks and pain should never go together, yet they always did. I pulled him back onto me, since he likes to be hugged, and chuckled with him for a little while as I squeezed his perfect chassis the only way I knew how.

"You had someone before me," he stated, making it more of an assumption and less of a question. His optics have this way of making my spark flare as they glitter. If he only knew their power...

"It was nothing," I supply, resolving to volunteer nothing else and breaking eye contact by pushing him off of me.

"Did I hit a sore spot?" he asked teasingly, hands reaching for the usual places in my armor he knew were anything but sore. "Who was it?"

"No one!" I swat him off. "Let it go!"

"Ultra Magnus!" he gasped, histrionically shocked. "Did he hurt your feelings?"

I rolled away and folded my arms, angrily. "If you're not going to take it seriously, you don't deserve and answer." ANYTHING to get him to shut up and leave me alone. No such luck. Tracks climbed around me and wrapped his arms around my neck.

"He wasn't very nice, was he?"

"You should talk. You've got me in a headlock." Why won't he let this go?

He sighed, releasing his grip. "Forget it. I just wanted to know something about you that wasn't war-related." He retreated back to where he came from, making me regret taking that tone with him.

How does he do that? "We didn't last long. It was a mistake. He was too possessive, he had no sense of fun, he thought I was someone I wasn't, and he REALLY didn't like the fact that I was the one who ended it. He salvaged his pride by telling me the whole experience was boring. Now although we get along we don't have it like we used to. Nothing really happened."

Silence. I was sure I said to much...until I heard him snicker. "It was Perceptor, wasn't it?"

That cracked both of us up. "Yeah, it was Perceptor." It was better than telling him the truth. After a good laugh at the scientist's expense Tracks laid back and talked of other things until he drifted offline, leaving me alone in the dark with my thoughts as he smiled in his sleep.

"Not really," I addressed the slumbering figure beside me, "but the last thing you need is another reason to fight with my old mentor."

"Snore," he replied.

**_MATRIX FLASHBACK 1_**

_**The mantle of leadership had been passed to a complete puppet. That was the conventional wisdom, anyway. Most of the lower-level Autobots didn't see it as such. Nothing had really changed, except that Optimus Prime had been given up for dead by most of the upper-level officers who were surprisingly noble regarding whom they thought should rule. With cloak-and-dagger swiftness they elected the one Autobot who didn't want to do it, figuring he'd be the least corruptible; a humble, simple soldier. This worked too well. The problem was, he also did not want to follow the trappings that suited a Prime. He still slept in the barracks, refused to be called anything greater than 'sir,' and did not polish any part of his character to command reverence. At least he was obeyed. Still, this democratically-minded Autobot made them nervous. They wondered if he would force them to relinquish their own embellishments.**_

_**He was so plebeian one new recruit, Tracks, had been grossly insubordinate the first time they met, almost getting into trouble for preferring the best spot on the trailer. Once he'd found out who he insulted Tracks treated the leader with more courtesy. He had learned early in his life to prescribe higher-ups with a great deal of deference, but somehow...**_

_**This one acted strange around him. Ultra Magnus spoke with a softer voice, seeming almost SHY. This was a giant mech who would fight four Decepticons at a time, but stammered when Tracks informed him he awaited orders. This did not escape the inhabitants of their cramped environment. Officials worried about their own positions and tried to find ways to discourage Tracks from being around Ultra Magnus, to no avail.**_

_**What they had not relied upon was Tracks realizing the potential of this mutual attraction. Although he did not explain how he knew the strange preferences of their leader he was able to seduce the mech without much effort. The officers did not see the use in allowing a lowly car from the streets access to their pawn. Before they could eradicate him Shockwave discovered their base and decimated ninety percent of their force. Tracks discovered how he rated in Ultra Magnus' life when during the slaughter he found himself tucked into the carrier on a secret retreat and hauled to safety. When he asked why, the larger mech gave him his usual embarrassed grin. Tracks knew that he would never want as long as he had this leader on his side, and it felt good.**_

FLASHBACK

My first day on earth sucked. There's no nice way to put it. Raul often tells me in his own gangster language that our elegant Autobot lexicon is insufficient when the need to be angry emerges. He does not believe that you can be livid and well-spoken at the same time. He reminds me of my long-deceased brother Mags in so many ways, especially when he tries to give me an attitude.

I had no such reminder on the day when, under heavy encouragement, I jumped out of Sky Lynx to shoot at the Seekers chasing us while we tried to land after an arduous journey from Cybertron. The other Autobots can't fly, so it was up to a modified car to take down six jets. I was not successful. As a result I was the first Autobot in med bay, after those goofy Lamborghini brothers. A robot I'd never seen before in my life watched Perceptor clumsily replace half of my insides as our prestigious leader burst into the room.

"So this is Tracks," he said, disgust lining his words like a thin coating of scum on a pond. He did not like me, which is a bad sign when I was sent here because the goofy-grinning carrier who obsessed over me wanted me in a safer place.

"I'm glad to meet you," I replied in a fake cheerful voice, disliking him already. He eyed me contemptuously. Suddenly I knew this wasn't a simple personality clash. This guy HATED me. Fear encompassed my spark; I was supposed to be willing to die for this Autobot's cause, a Prime who had the power to send me to the front lines on a whim if he so desired.

"I would like to speak to him privately once he is stabilized," he told Perceptor.

"I merely have to rewire a few things and he'll be ready for fluid recovery," Perceptor began, the long diatribe forming in his processor cut off by Optimus Prime telling him to let Ratchet do that and to please excuse us. Confused, Perceptor gave me a supportive smile and ducked out. Ratchet placed his much gentler hands into me and painlessly finished the job. Perceptor is a scientist and an intellectual, but he's no medic. The white mech left without a word, leaving me optic to optic with a crouching tiger.

"I have been best friends with Ultra Magnus long before your creator soldered you together," he sneered, watching me struggle to sit up. "He...tells...me...everything."

"With the anguished embellishments of someone under a tremendous amount of pressure and only one creative outlet, I suppose," I quipped smugly, assuming jealousy the motivation. "Not that it's any of your business."

The tiger sprung. He seemed relieved that he had an excuse to put his large blue hands around my throat. "_Autobots_ are my business. Ultra Magnus is my business. I was doing this as a favor to him but now my _new_ business is making you as miserable as you made him for the rest of your existence under my thumb."

He wasn't kidding. Any distasteful assignment was mine. My quarters were the worst, my roommate was Gears, and since Prime could do _no wrong_ in so many Autobot's optics I was a reject in even the most inclusive circles. I might have been welcomed in the troublemakers' clique if I didn't happen to look better than both of those red and yellow fools on their best days. There was nothing to do but fight Decepticons and obsess over my appearance. Missing the unconditional affection I once got from Ultra Magnus was a waste of energy.

I eventually made friends with the human inhabitants. Humans are wonderful in their irrationality and simplicity. Give them some food and entertainment and they _love_ you. They were less condemning of my behaviors, since they didn't have twenty-four hour Autobot discussion over it. My human friends acted more like Ultra Magnus and less like Prime. It was a relief.

Gradually over time Optimus Prime found better ways to channel his resentment, and I proved myself enough times to feel the prejudice lessening in the ranks. I had no idea how much I missed Ultra Magnus and the position I had with him until the day I landed in his arms.

* * *

What I had never expected to encounter was the day I discovered that New York-my life, my city, my spark-was also my prison. I had gone out there to help when humanity turned against itself again, and ended up staying indefinitely after I applied to Optimus Prime for orders at the end of January in 2002. 

"Stay there until I call you," he succinctly replied, blue eyes triumphant. They had a slight gray-ish tint that only comes out when he's found something inherently amusing.

Raul scratched his head, unimpressed by Autobot games and shampoo. "I guess you can help me out here," he said, smiling.

While I was away in Oregon my human friend had experienced an epiphany: he hated being a counselor. He abandoned his practice, took over Sparkplug's garage, and opened it up to Big Brothers, Big Sisters. Instead of working on clinical disorders Raul talked to troubled kids while they tinkered with transmissions and power steering. People were less than thrilled to have their cars repaired by children, causing his business to wither until _I_ showed up. Thanks to _my_ celebrity he kept a profit, which explained his enthusiasm for my staying.

What he doesn't see is how Optimus Prime is more than thrilled that I proved him right by breaking Ultra Magnus' spark AGAIN. He's punishing me by keeping me here, isolated.

I should have been delighted. I was in my favorite city with my best human friend and almost no responsibilities. Autobot ridicule, something I'd endured every day of my life, was a thing of the past. I can do what I want and almost never have to worry about Megatron. It was everything I'd ever wanted...for about a week, until it hit me that I may never see Maggie again.

That day I stopped watching the sun rise from my favorite spot in New Jersey. Raul couldn't find me for weeks on end, something that irritated Prime on his weekly check-ups. When they would find me, I explained that I was 'uptown.'

It was the truth. I rented myself out to rich brats to help Raul, since he was still strapped for cash. Loneliness pervaded the nights when going offline was difficult, and the communicator to Teletraan-1 never worked. Occasionally I was put on 'assignment' somewhere to discover upon my return that Ultra Magnus had been by on a vacation that matched the days of my 'assignment' to the minute. No one would admit guilt and Ultra Magnus would never confront Optimus over that kind of petty thing. I couldn't go to him even if I wanted to; I was forbidden to leave the area. Besides, Ultra Magnus wouldn't hide that kind of thing from his leader. The phone didn't work half of the time, keeping us in the dark until I heard from Chip that Prime was dead and the others had gone back to our home planet. Raul saw my face and told me it was okay, Optimus Prime was in Heaven now. Humans.

* * *

Optimus Prime's body came into Raul's garage, along with the others, in preparation to be sent to Cybertron for the launching of a funeral barge. I passed the empty hulks of Ratchet, Prowl, Wheeljack, and Windcharger with pangs in my spark. All of these lives had been lived by mechs who had known the risk and yet continued to put themselves in the line of fire. Now, the peril had caught up to them, something that would inevitably happen to all of us sooner or later. Amazing. Someday someone would be looking over my corpse and think these same detached thoughts. I stopped my inspection when I came upon my Prime. 

He was a disgusting shade of gray. Blaster marks were all over his body, and his mask came half off when I moved his head for better inspection. His mouth, soft and a different color having been unexposed to light, sagged open in pain. It made him look old. I had heard how he died.

"Selfless to the bitter end," I murmured to no one in particular. "You thought of everyone but yourself. Too bad. You also thought everyone was _like_ yourself. I _knew_ about you and him, Prime. I also know how you brushed him off, how you left him alone to run the Autobots on Cybertron. He didn't want to. You didn't care, you talked the others into making him do it. You thought he had to lead like you, act like you...and never know love like you." He had never counted on me. I ruined his plans to make Ultra Magnus into the newest Prime clone. Primus knows he TRIED, at the expense of more than one of us.

Many of the Autobots I saw today, dead, I haven't talked to in years. I had expected Maggie to be one of them. In a way, I kind of wished he had. At least I would know where he is, instead of waiting for word from the next Prime, some stupid kid who didn't want the position any more than the reasonable choice did.

Another excuse I had in wanting to see him was that I didn't want to be waiting for the end of time in this city while he lays on a distant planet dying. Instead I was looking into the empty optics of the one being I hated almost as much as Megatron, but was revered by the one I love most. Instead of loathing all I felt was sadness. If only things had been different.

"I once said I would relish the day you had to go, Prime," I growled. "But I was angry. I'm sorry." I put the mask back and lay my head onto his shattered chest, thinking about the spark that once cared too much for every Autobot under his command. I thought about how his last moments were with Ultra Magnus, who must have been hiding his pain to keep a brave front going. Ultra Magnus never stopped trying to be good enough for Optimus' high expectations. He obeyed his commander and lived righteously, putting other Autobots first at his own sacrifice, as he had done since the beginning of time. Just like Prime.

I lay there for a long time, honoring the brave soldier who would be canonized while the bravest soldier ever lived on, trying to stay courageous in war when all he wanted to do was press a rag to a Corvette's hood and let the simple movement take him away from the ugly around him.

PRESENT

"Ultra Magnus?"

The dark had settled onto him so gradually he barely noticed the lack of sun until his commlink requested his presence at the base. It was Perceptor, trying to summon him back in for attendance. More Autobots had returned from the scattered battle, some with reports of injured Autobots' locations. Small groups of Autobots went out but Rodimus kept Ultra Magnus there for fear he would find something he didn't want to see. Blurr had already reported seeing chunks of blue armor lying on the earth.

* * *

Rodimus Prime distrusted Tracks, although he knew the source. Optimus Prime's loathing had survived his death and had somehow leached out of the Matrix to color the young leader's perspective. Like a lot of the Matrix's opinions, Rodimus ignored it. One night, while having visions, the prior Prime told him a story. 

MATRIX FLASHBACK 2

_**A dark shadow fell over the planet earth the day Megatron elected to distill its energy for his own evil intent. My army of Autobots did not have the capacity to oust him alone, until a fortunate turn of events allowed the remaining Autobot army to intercede. Furnishing a fortress to provide stalwart defenses was imperative. My first priority was to commission Ultra Magnus to formulate our defense strategy. His list of soldiers was inappropriate; woefully inadequate. Upon further questioning I discovered that his rationale was as lamentable as his list.**_

Rodimus had enough of this ornate language. '_If you're going to talk to me, use a dialect I can understand.'_

_**Fine.**_

_**We were discussing who to send up to Oregon in yet another meeting. One I called, since I can't make anyone get anything done without assembling a meeting where they receive a dose of public humiliation if they can't answer my questions the right way. Remember that the next time Springer ignores your request for an update.**_

_**Ultra Magnus' list was atrocious. He had no line of defense worth calling effective. The Aerialbots? Tracks?**_

_**I knew why he wanted Tracks to be there. After all of the agony that condescending car had put him through he was willing to forgive and promote. To take him along not as a soldier or a worker but as a distraction, something no decent leader would consider orthodox. I lowered the datapad to better glare at him. I was thoroughly disgusted.**_

_**Ultra Magnus could ignore a Guardian in the room if it suited his purpose. After a few moments of my scowl he asked me if there were a problem.**_

"_**Would you care to tell me why HE is on your list?" I demanded, furiously jabbing the name on the list.**_

"_**Silverbolt is the leader of the Aerialbots," he replied softly. "They can't form Superion without him."**_

_**From the other end of the table I heard Elita-1 swallow a snicker. Indeed, my finger pointed to the wrong individual. I allowed a laugh to break the tension but voiced my concern anyway.**_

"_**I do not think you should allow him to accompany you. It may have been fifteen years but old habits die hard." He had told me once that each night for a week straight after Tracks' departure he found himself sitting in the empty room Tracks and Powerglide shared, trying to talk himself into believing his friend was gone.**_

"_**It's different now," he explained, optics defiant. "We've both changed. I'm stronger, and thanks to you, Tracks is a lot more viable."**_

_**It was true. When Tracks arrived here he was nothing but dead weight. Now he fought for the cause as well as any Autobot. I still hated him for the powerlessness he'd forced me to feel after I saw Ultra Magnus nearly broken down emotionally from years of abuse.**_

_**Spoke another Matrix Voice: That was not abuse.**_

_**Yet another: If that's what he told the Prime, then that is what it was.**_

_**Still another: I do not approve of this idea of Prime's having mates. It distracts from their destiny.**_

_**And yet another: We're not discussing a Prime, merely Ultra Magnus!**_

_Rodimus: ONE AT A TIME!_

_**Optimus: As I was saying...**_

"**_I don't approve of his presence. It seems more like the same situation, but a different setting. Look at what he's doing to you already. You would have never recommend extraneous soldiers in the name of having a _consort_."_**

_**I regretted saying it. Elita-1's face fell while Ultra Magnus' emitted umbrage.**_

"_**Superion cannot be our sole defense," he reminded me, body language suggesting I'd just closed a door to our friendship for a long time. "At least one backup Autobot is imperative."**_

**_Defense was classified as "alternate," meaning the minute the city's own defenses were up Tracks was back here, where I could monitor him. I agreed to this compromise, uneasy about any amount of time where Ultra Magnus could be manipulated without help, but he seemed to want this. The players were the same and the setting was_** **_different, but to me it was the same game they'd played since the beginning._**

Rodimus Prime cautiously regarded the reticent Ultra Magnus, disbelieving anyone could have this effect on him. When Hot Rod had tried to form a rapport like that with the large mech his mentor had been cold and unresponsive. What had Tracks done that was so special?

**_I believe I can answer that_**, came another voice. Rodimus groaned.

_**Forget it.**_

_I'm sorry. Go ahead._

_**I noticed it during a few skirmishes: whenever one would plunge into battle the other would follow a short distance behind, like a shadow. The followed would realize what was going on and sharply reprimand the follower. When he discovered his shadow had disappeared, he would go and find him, thus becoming the follower, repeating the cycle.**_

_So?_

_**Young brat. Tracks is special because he actually CARED about him.**_

_**Optimus Prime: He had a convoluted method of representation.**_

_**You are merely upset that you never got to tell Grimlock how you felt about him. Ultra Magnus told Tracks every day.**_

Rodimus Prime tuned them out at this moment, knowing full well that the Matrix may be a pantheon of knowledge but it was first and foremost the forum for a congregation of dead old robots. _A group of nuts_, he decided.

FLASHBACK

At long last! Ross Parker pressed the "unlock" button on his new Corvette's keychain (last year's model, but new to him) to hear the alarm squeak off. The divorce had been hell on his credit, the child support ten unrelenting years of bleeding, but now, NOW as he zipped out of the dealership at six PM on a warmer than usual March Friday, CD player blasting, he had the car of his dreams! 2001 convertible, dark blue, and although Christy Brinkley was not riding shotgun, he was still living his dream. The mountains called as Springsteen complained about changing his clothes his hair and his face. Ross switched it to Van Halen and howled along with "Panama." The roads were as smooth as ice from the recent rainstorm as his new convertible climbed the mountains to better overlook the city, something he'd always wanted to do in a Corvette. His BMW was just not perfect enough. It had to be a 'Vette, in the early evening, while playing heavy rock from his youth. Minus Rachel, his college sweetheart/ex-wife. That was how he'd pretty much pictured it.

He must have taken that turn on the northwest corner too fast. His rear end skidded into the guardrail, causing him to spin out, flying off of the mountain itself. Ross braced for impact and felt himself sorely jounced when he landed seven feet below the road...which was strange since the ground was another rocky fifty feet below him.

"Might as well jump!" hollered David Lee Roth. Ross had enough presence of mind to turn the key to stop the wheels from rolling, although that was hard to do when a giant alien robot was staring at him.

"Your shocks are ruined," it explained apologetically. Its glass eyes did not move, but reflected the sunlight enough to temporarily blind Ross through his sunglasses. It woke him up from his frozen state.

"You saved me!" he cried, relieved through his terror. The large robot gently placed him back up on the road and eased back slightly, face tilted at a slight angle.

"Nice car," he sighed.

Ross snorted, defense mechanisms kicking in to keep his peripheral nervous system from panicking. "What's left of it."

The large robot's blank optics roved around it, a small smile curving his features as he politely asked about the engine.

"Three-fifty HP," Ross bragged, getting out to investigate the undercarriage. The shocks were gone, the struts were ruined, the headlights had broken inside the hood, and the front wheel rims were dented. The entire right side was scraped up, gray marring the dark blue paint job. "Do you have a 'Vette?"

"An Eighty-six Stingray. Two thirty HP L98, with fuel-injection."

"Gnarly!" Ross couldn't move it anywhere, and his cell phone wasn't working up here. What was the point in these stupid things? "Do you still have it?"

Here the smile faded. "I had to let him go back to New York."

This made no sense. "You mean you had to sell it." He tried a more open area of the road and still had no signal. "That sucks. I didn't know you guys actually owned cars. I knew you WERE cars, but, hey? Why not?"

"I never owned him." The robot noticed the human's condition and offered to take them both back to the dealer and explain the situation.

"HIM? Oh, right! It was a-another robot? A guy robot?" The sexual orientation of his rescuer was not really his business but how to avoid thinking about it...Ross' brother had come out of the closet a few years ago, disowning all of them for not reacting in a "more supportive" way. They had been raised by liberals, but some life-changing revelations need acclimation, especially on Christmas. 'There are too many things in this world to adjust to,' Ross thought as he pulled his jacket out of the trunk. 'Add gay giant alien robots to my list of Things Never Imagined In My Lifetime.'

The robot had a hook and pulley system to pull Ross' Corvette onto its carrier.

"I'm sorry, you don't have a personal pronoun for androgynous beings. I can't call him 'it.' That makes him sound like an object."

As far as Ross was concerned, they WERE objects, but who was he to argue? This guy could smash him under his foot like dog crap. "So what happened?" Ross climbed into the driver's side instinctively, although he had no control over the wheel itself and the whole scenario creeped him out.

No reply. Ross silently allowed the transporter take him into town before he thought of a less personal topic. "It was a good thing you were there; if you hadn't been, pow!" He stretched his arms out and made an exploding noise. Rachel, his ex-wife, was right: he would never outgrow the age of seven.

"I'm there every night. I like to watch the sun set over Autobot City. It reminds me of something." It was a simple explanation, but the voice vibrated with longing.

That was right! Ross inwardly cringed, recalling the petition he signed objecting to their building so close to their city. Fear and distrust still reigned over the inhabitants of this fairly exclusive suburb, especially regarding beings who were under fire almost daily. Christ, the town hall was incinerated by the last attack! And now he was RIDING in one of them.

"Next left, I can take it from there." He couldn't get away from the thing fast enough, leaping out of the cab and quickly running in before the dealership repair shop closed. While he was explaining an edited version of the story the robot unloaded his Corvette and remained in its parked state, headlights glazing the body of the car as the sky finished clouding over what remained of the sunset. Ross really wanted this thing gone before someone he knew saw him talking to it. They still weren't liked, and, well, Ross had just moved in to a higher-income neighborhood. He wanted to make a good impression with the new neighbors, and he could assume an association with robots from outer space would not help.

"If you hurry, you can go back up the mountain and see your reminder," Ross called as the mechanics meandered over with the tow truck to take it inside.

"I saw it. Thanks."

"Thank _you_!" he called back, meaning it but at the same time not. The truck pulled away before anyone saw the inside of the cab.

"That's not our carrier. Who was that?" asked the dealer, leaving for the night after filing all of his paperwork and now satisfying other curiosities.

Ross didn't know. He hadn't asked its name. "Another Corvette lover," he airily explained. "Now, is this stuff under warrenty?"

FLASHBACK

Tracks dragged him out with the urgency of Red Alert when Laserbeak came to visit. Ultra Magnus allowed himself to be lead up the mountain the way Inferno would shoot at Laserbeak just to shut Red Alert up. He was tired. According to Tracks, _every_ night he was tired, so they may as well get used to it. It didn't help when construction slowed to a grinding halt when they were under attack as Autobot City emerged from the Northwestern jungle as sluggishly as the mech climbing the mountain beside the smaller Corvette.

Ultra Magnus was not merely depleted of energy. He was running out of patience. In two months he had accomplished less than his predecessor Grapple had in two WEEKS. Nothing went right, not the building itself, not the cohesiveness of the crew he selected, not the prevention of Decepticon interference, and especially not the meddling of this planet's inhabitants, who for some reason thought Autobot City should be wheelchair accessible. They were cars for Primus' sake! OF COURSE it was wheelchair accessible.

The only bright spot in Ultra Magnus' entire day was planning for the next opportunity to attack Tracks anywhere he could find him and have his way with the smaller mech. At first the look of surprise on his face was enough; later it was seeing him peeking around the wrong corners out of paranoia. The best amusement was the day the tables turned. Ultra Magnus was leaving ANOTHER conference with Optimus Prime (who was relentlessly demanding the impossible) and got attacked from the air, tackled onto his back and ravished until he had begged for mercy. Ultra Magnus had a goofy grin on his face for days.

"Can we slow down? This is hurting my joints."

"What are you, Gears? When did you become so lethargic?" Tracks, who only had to exert himself in battle, darted ahead, up the mountain to look back where they came. Finally, they were at the top of the hill and a verbal comeback had been thought of.

'_Run a city some time, see how full of pep you are.' _Ultra Magnus snapped back, but in his head. He almost never growled at Tracks. Instead he responded with a shrug. They made this climb every day, for different reasons: Ultra Magnus to escape from all of the demands in the city, Tracks for a reason altogether different, yet similar.

They rested on a gray rock that resembled a table while the sun set in front of them, its orange rays glazing Autobot City as the dark followed close behind, triggering the site's nighttime lights to blaze in compensation. Tracks' blue-green optics glowed in the shadows as he beheld the awe-inspiring demonstration of beauty.

Ultra Magnus had heard the tale many times before, the meandering anecdote of how at the end of every patrol he would stop in New Jersey and watch the sun rise over New York and feel the same beloved possession he had felt over his ancient Cybertronian metropolis. Autobot City at sunset was a poor imitation, but it had to do. He had loved his home, and loved The City, and the joyful expression on his visage made Ultra Magnus forget all of his fatigue. Tracks never looked more radiant when he talked about New York.

"Look at it, Maggie," he sighed, using that despicable nickname again. "Isn't it _amazing_?"

Ultra Magnus had to quickly suppress the urge to _again_ snap at him. He managed a "Yes" and left it at that. This was not good enough for Tracks. He glanced over his shoulder to see a beleaguered Autobot leader not watching the scene in front of him, staring instead at Tracks as blankly as the trees that surrounded them. It made him hide a knowing smile. There were very few ways to crack Ultra Magnus out of a foul mood, and Tracks could do it every time.

"You haven't told me how _dead sexy_ I am today," he said, using a human movie character imitation that would have shocked even the jaded Optimus Prime. The stress melted out of the larger mech and he laughed.

"You are the hottest thing on four wheels," Ultra Magnus rumbled with a small smirk, inching closer to the Corvette. "Traffic lights change just to make you stop long enough for them to check you out." He placed his hands on the white helmet and caressed the red face he adored enough to forsake a million insignificant but pressing responsibilities just to see its smile. "You have the most beautiful optics. They see a way to get to me that no one else can."

"I will _always_ find a way to get to you," Tracks responded sweetly, tilting his face up for a kiss. "Even when I'm dead."

PRESENT

Rodimus Prime had everyone fall in for attendance outside. It was easier to keep track of approaching Autobots straggling in that way, and sunshine at this time of year was a rarity enough to merit its exploitation. As he watched Perceptor punching names into a datapad Blaster radioed him for an update: three flying mechs were drawing near, estimated time of arrival twenty minutes from now. They had identified themselves as two Aerialbots...and Tracks. Rodimus transformed mid-run to tell Ultra Magnus.

He found him on the side of the mountain next to a grove of pine trees. There was a primitive flat gray rock serving as a table, where an old ratty stuffed bear, a can of polish, and the scraps Superion brought back were neatly arranged in a circle. Ultra Magnus was kneeled before it, arms bent and elbows parallel to the ground. One fist enclosed the other and his head bent forward slightly.

"You need to work on your stealth," he lectured Rodimus, head position unchanged. "I could hear you coming a mile away."

"What are you doing?" Rodimus asked, although it was obvious.

Ultra Magnus lowered his head further as a chipmunk ran across a corner of the rock table. He stood up slowly, the rodent racing away in a panic. "Honoring a fallen soldier."

"You shouldn't be doing that." It was tragic to see someone he'd revered for so long-his mentor, a figure who had been strong in every situation Rodimus had ever witnessed him in-mourning for a relationship even the erudite Optimus Prime had labeled "toxic."

"There are a lot of things I should not do. I'm sure the Matrix leads you down the correct path but I lacked that particular method of guidance. When there was no one else to decide the fate of the Autobots I had to make a guess. More than once I had to live with a mistake." The birds sang some tuneless noise before scattering as the large mech turned to face his Prime. "Several times over the course of time I saw him as a liability, and I thought I couldn't be a good leader with such a weakness, so I sent him away." His larger-than-usual pure blue optics, the only glass Rodimus had seen without a secondary color or some kind of blemish on their surface, wavered in the light that passed through the clouds overhead. "That was a mistake. _He_ was not. I wish I could fix it-"

"You can," interrupted Rodimus, relieved he could give this news before anything compromising was said. "He's flying in now."

Ultra Magnus' leg joints buckled and he staggered forwards, hand reaching out to Rodimus Prime for balance. Catching himself against the mech, the large carrier stood up straight and ran down the mountain, letting the momentum of the incline accelerate him until he was in front of Autobot City and nearly running over a cringing Perceptor.

* * *

Fireflight came in on a wing and a prayer; literally. He had more holes than solid armor and could not talk because Scourge had ripped out his vocalizer. When Slingshot sputtered in after him he told a solenoid-rattling tale of amazing odds and spilled mech fluid. Tracks had repaired what he could on them but was not proficient enough to save them until the miracle that was the United States Air Force came in to accomplish rudimentary reconstruction. (By the way, they want to meet Rodimus.) 

Ultra Magnus stared at the clouding-over sky as the traditional Oregon rainstorms flitted water on him in a bizarre pattern like a random number generator. The fall increased but the mech did not waver. Two hours later the rainstorm had cleared but there was no sign of Tracks. The vigil did not cease, causing an embarrassed Rodimus to attempt a salvage of his mentor's image by calling for a search team.

"No need," Perceptor called. "Look!"

He tumbled out of the sky, transforming in midair to land arms out on top of Ultra Magnus in a tackle one of the Green Bay Packers would be proud of. Tracks' optics glittered in pure joy as he hugged the red and blue chestplate he had not touched in half a decade.

Ultra Magnus lay on his back, face blank in shock. Slowly, still incredulous, large white hands felt the battered wings, the shorting circuits where armor had been blasted off, working his way to the slashed red face where greenish-blue glass glittered ecstatically. Slowly, _slowly_ a smile crept onto his face. It expanded into the goofiest grin Rodimus Prime had ever seen, culminating into a laugh of delight that met the amused chortle of his long-lost companion.

Identification complete, the blue and white arms hugged back.


End file.
